Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2013

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to ________

	Commission file number : 333-137160

Nyxio Technologies Corporation
(Exact name of registrant as specified in its charter)

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

1330 S.W. 3rd Ave. Portland, Oregon	97201
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 800-398-4132
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable

Securities registered under Section 12(g) of the Exchange Act:
Title of class
Common Stock, par value $0.001

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

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

Indicate by checkmark 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. [X]

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

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $19,035,996 as of June 30, 2013.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 963,841,327 shares as of April 15, 2014.

Table of Contents

TABLE OF CONTENTS
		Page
PART I
Item 1.	Business	3
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	16
Item 9A(T).	Controls and Procedures	16
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Principal Accountant Fees and Services	21
PART IV
Item 15.	Exhibits, Financial Statement Schedules	22

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PART I

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Item 1. Business

Company Overview

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

Products

· The

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

· The

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

· Venture

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

· The

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

Sales and Marketing

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

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

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

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

· CE Pro

· Smarthouse

· GQ

· Electronic House

· First Glimpse

· Connected World

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

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

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

· CES

· CEDIA Expo

· Digital Signage Expo

· Engage

· NAB Show

· InfoComm

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

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

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

Achievements to Date and Recent Developments

During the latter part of 2012 and the earlier part of 2013, our management analyzed our then current position, financially, and as a whole. We discovered that our business plan and original direction and focus was not being implemented to its full potential and decided to put a plan together to reorganize and redirect our efforts. As has always been our largest challenge, we have not had the type of funding needed to secure the level of executives and support employees needed to move the company to its next stage of growth. We therefore developed a plan to retain key consultants through stock based payments and incentives. This allowed us to contract individuals with the experience we needed to move forward, secure sales, implement marketing strategies, create distribution channels and alliances, and create the partnerships we need to realize sales in our target markets. We also made decisions to engage advisors to introduce the company to healthy investment opportunities. We are pleased to announce major changes have been implemented, and we are on our way to creating a new chapter.

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Reorganization and Redirection : Our CEO, Giorgio Johnson, determined that for us to capitalize on market share potential without a substantial investment or any meaningful revenues, we had to be creative to attract top notch talent. We contacted a number of industry professionals and through those contacts, we were able to contract professionals with the experience and relationships we needed to open doors and introduce our products to companies that understood the targeted positioning for our products in the market. Through consulting agreements featuring stock-based compensation which were registered on Form S-8, we were able to bring in a new head of sales, a new head of business development, a new head of operations, and a new product development and marketing manager, all directly from our industry. These experienced professionals assisted in creating a new direction for the company, as well as new relationships. One such relationship was created with a manufacturing representative firm, KMH Associates, Inc., that proved to be one of the most valuable assets we have acquired to date. KHM Associates and its President, Howard Blumberg, introduced our product line to leading retailers and distributors in the consumer electronics market in the US.

Sales and Marketing : We have recently been presented with a number of exciting opportunities at a level never offered to us before. However, we needed to make some changes in order to refocus and redefine our sales and marketing efforts. We therefore made the decision to suspend pushing our entire product line and we focused solely on our flagship product, the VioSphere. Our team readdressed the marketing approach for the product. Since the product was never really a Smart TV, but actually smarter than the common description, the VioSphere has now been coined the first “Genius TV” in the market. In the past, because the smart TV was the only product close enough to compare the VioSphere to, pricing had been a challenge for the product. Since the introduction of new all-in-one (AIO) personal computers by major brands, the market reception to the VioSphere has changed dramatically. This was due, in part, to the hiring of another manufacturing representative in Asia that has assisted us in finding a new manufacturer. The new contract manufacturer enabled Nyxio to lower the cost of the VioSphere, making the price more competitive. The VioSphere is now, in many cases, priced lower than the cost of the all-in-one computers currently in the market, and in larger sizes offering significantly more functionality. Standard sizes in the all-in-one computer range from 22 inches to 26 inches, with pricing ranging from $1,000 to $2,600. Nyxio’s VioSphere sizes range from 26 inches to 65 inches. Pricing for the 32 inch product is actually priced competitively in regard to the smaller screen sizes in the all-in-one PC category. The VioSphere, however, is still a television first, with a personal computer built inside.

The changes in pricing and marketing strategy allowed for KMH Associates to change its selling strategy. The VioSphere now has a competitive product in the market, and with better pricing and more options. Due to this, KMH Associates was able to procure our first national distribution contract, with D&H distributing, as well as attain purchase orders from D&H. Due to the contract being considered similar to consignment, and because of the offsets, we were not able to get the orders funded with purchase order loans or funding. We are still in the process of negotiations with D&H, but due to the company’s policy of not reassigning payables, we have been in the process of pursuing alternate funding options to deliver to the client. The purchase orders from D&H are in the excess of $250,000. The pursuit of funding the purchase order has been vigorous, but to date, we have not been able to fund the purchase orders.

Through the efforts of our new head of sales, we have also received a second contract for distribution with Harco Industries. We are still waiting to receive a purchase order from the company.

Through KMH Associates, we also received a purchase order from a retail store, Adorama. Through Adorama, we were offered our first ever sale/trade with an NFL ^TM stadium, as well as marketing deals with two NFL ^TM teams Although we pursued funding to fulfill the deal, we were not able to procure the funding necessary for delivery. We are still in contact with one of the NFL ^TM teams and, if funding is found, the team is still interested in working with us. Although the marketing deals with the two NFL ^TM teams were not solidified, Adorama offered us another marketing deal for the 2013/2014 NFL ^TM season. Associated with the deal are some branding options associated with the New York Giants. ^TM Through this contract, we were offered radio and print advertising, industry magazine articles, in stadium marketing at MetLife ^TM stadium, as well as product commercials in New York City.

We are currently in negotiations with a number of other companies in reference to sales and distribution opportunities.

Product Development : We have been in development of a new product that we have been working on since before becoming a public company. The product is now in final stages. Our new product is our first software driven product, as well as a first of its kind in the industry. Our patent applications for the new product are in the process of being prepared by the law firm of Stites & Harbison. Details of the product will be released once our patent filings have been completed. We have also completed development of a new VioSphere model with a new color and much thinner mold, and a few other additions. Samples of the product have already started shipping. Consumers should be able to see the new VioSphere product in the fourth quarter of this year.

Key Objectives

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

	·	Continue to determine competitive strategies, organizational management, and divisional structure for the Company’s roadmap for growth.
	·	Partnerships, in product development, supply chain, and sales, leveraging established expertise in innovative and create something new.
	·	Multi-channel focus, with targeted solutions for home Consumer Electronics, B2B, Digital Signage, Education Legal & Courtroom, Museums, ect.

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

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

Goals

Nyxio Technologies has six achievable goals:

	·	Company Growth
	·	Profitability
	·	Product Development
	·	Fast Innovation
	·	Market Penetration
	·	Industry Expansion

Intellectual Property

We hold and will pursue intellectual property, including trademarks, trade secrets and patents as appropriate for our markets and technologies. Nyxio® is a registered trademark, and we have applied with the U.S. Patent and Trademark Office to register the following other trademarks: “Venture MMV,” “VioSphere,” “Vuzion,” “WorkTab,” “Ascend,” “Realm” and “Realm Pro” is a common law trademark. To date, we do not have any patents nor have we submitted any patent applications; however, it is our policy to seek patent protection for significant inventions that may be patented, though we may elect, in appropriate cases, not to seek patent protection even for significant inventions if other protection, such as maintaining the invention as a trade secret, is considered more advantageous. There can be no assurance that any patent will be issued on pending applications or that any patent issued will provide substantive protection for the technology or product covered by it.

We rely upon our intellectual property to develop and maintain our competitive position. There can be no assurance that others will not develop or patent similar technology or reverse engineer our products or that the confidentiality agreements with employees, consultants, and other suppliers and vendors will be adequate to protect our interests. Our products interface with other products, which may require us to obtain licenses that we do not have.

Market Competition

There are numerous companies that currently produce a variety of consumer electronic devices. Each of these will represent a certain level of competition for us in specific market segments. Our management team feels that the strongest competition will come from the following well-established companies: Sony, Samsung, LG, Vizio, Apple, Dell, and HP.

We believe that our key competitive advantage is innovation. Another competitive advantage is our maneuverability in regard to technological development and advances. We can introduce a new product to the market quickly due to the lack of a large bureaucratic process in regard to product development. For example, we were recently able to bring our Vuzion Smart TV with full Android access from concept to prototype in less than four months, to its successful debut at the 2012 Consumer Electronics Show. At CES the Vuzion received favorable praise from publications such as Electronic House and was well received by buyers from Radio Shack, the Moscoe Group (representing Best Buy, Magnolia and Target) and others. However, we have not achieved any sales with these companies to date.

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Government Regulation

The conduct of our businesses, and the production, distribution, sale, advertising, labeling, safety, transportation and use of our products, are and will be subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as to foreign laws and regulations administered by government entities and agencies in markets where we may operate and sell our products. It is our policy to abide by the laws and regulations that apply to our business.

In the United States, we are or may be required to comply with certain federal health and safety laws, laws governing equal employment opportunity, customs and foreign trade laws and regulations, laws regulating the sales of products in schools, and various other federal statutes and regulations. Such regulations include the radio frequency emission regulatory activities of the U.S. Federal Communications Commission; the consumer protection laws and financial services regulations of the U.S. Federal Trade Commission and various state governmental agencies; the product safety regulatory activities of the U.S. Consumer Product Safety Commission and the U.S. Department of Transportation; the investor protection and capital markets regulatory activities of the U.S. Securities and Exchange Commission; and the environmental, employment and labor, and other regulatory activities of a variety of governmental authorities in each of the jurisdictions in which we conduct business.

We may also be subject to various state and local statutes and regulations, including California Proposition 65 which requires that a specific warning appear on any product that contains a component listed by the State of California as having been found to cause cancer or birth defects. Many consumer electronic manufacturers who sell products in California, including our Company, may be required to provide warning labels on their products. We will rely on legal and operational compliance programs, as well as local counsel, to guide our businesses in complying with applicable laws and regulations of the jurisdictions in which we do business.

We do not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on our operations, business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not have a material negative effect on our business in the future.

Environmental Compliance

Our operations are or may be subject to regulation under various federal, state, local and foreign laws concerning the environment, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, and third-party damage or personal injury claims, if we were to violate or become liable under environmental laws.

Many of our products are subject to various federal, state, local and foreign laws governing chemical substances in products and their safe use, including laws regulating the manufacture and distribution of chemical substances and laws restricting the presence of certain substances in electronics products. Some of our products also are, or may in the future be, subject to requirements applicable to their energy consumption. In addition, we face increasing complexity in our product design and procurement operations as we adjust to new and future requirements relating to the chemical and materials composition of our products, their safe use, and their energy efficiency, including requirements relating to climate change. We are or may become subject to legislation in an increasing number of jurisdictions that makes producers of electrical goods, including computers and mobile devices, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products (sometimes referred to as “product take-back legislation”). In the event our products become non-compliant with these laws, they could be restricted from entering certain jurisdictions, and we could face other sanctions, including fines.

Further, our operations and ultimately our products are expected to become increasingly subject to federal, state, local and foreign laws and regulations and international treaties relating to climate change. As these laws, regulations and treaties and similar initiatives and programs are adopted and implemented throughout the world, we will be required to comply or potentially face market access limitations or other sanctions, including fines.

We are committed to maintaining compliance with all environmental laws applicable to our operations, products and services and to reducing our environmental impact across all aspects of our business. Environmental costs and accruals are presently not material to our operations or financial position. Although there is no assurance that existing or future environmental laws applicable to our operations or products will not have a material adverse effect on our operations, financial condition, earnings or competitive position, we do not currently anticipate material capital expenditures for environmental control facilities.

Seasonality

A large part of our business is subject to seasonality. Consumer electronics sales through large box brick and mortar retailers depends on buyers selecting and purchasing inventory, typically in the June through September timeframe to stock up for holiday sales. Further add on sales are highly dependent on consumer buying habits and how quickly inventories are depleted, which is further complicated due to current economic conditions. We are implementing a sales strategy to mitigate the seasonal nature of consumer electronics by emphasizing more on other sectors, such as digital signage and the education sectors which are much less prone to seasonal variations.

Employees

Nyxio currently has 5 employees and has engaged 2 independent contractors. We engage the services of independent contractors to assist management in developing our products and focus on supplier management quality off shore. We have employment agreements and contractor agreements in place for all individuals currently employed by or servicing our Company.

Subsidiaries

Nyxio is our wholly-owned subsidiary.

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Item 2. Properties

We do not currently own any real property. We formerly maintained our corporate office at 2156 NE Broadway, Portland, Oregon, 97232 pursuant to a Lease Agreement with Weston Investment Co. LLC (dba American Property Management Corp) at a cost of $4,175 per month with a lease term ending June 30, 2013. During the early part of 2013, we terminated our lease agreement. Our President and CEO, Giorgio Johnson, currently provides us with office space free of charge.

Item 3. Legal Proceedings

Subsequent to the reporting period, in February of 2013, we were sued in the Multnomah County Circuit Court of the State of Oregon by four former consultants, Joe Fijak, Steve Wiseman, Richard Walsh, and Robert Calderella (the “Fijak Litigation”). The plaintiffs in the Fijak Litigation allege that we breached consulting agreements with them by failing to pay compensation required by the agreements. The Complaint filed by the Plaintiffs seeks damages in the amount of $501,000, but management does not believe a recovery at or near that amount is likely. We contend that we complied with the terms of the agreements until such time as they were terminated by the Plaintiffs and that the Plaintiffs performed very limited services and, in some cases, no services at all. After being served with the Complaint, we removed the Fijak Litigation to the United States District Court for the District of Oregon, where it remains pending as Wiseman et al v. Nyxio Technologies Corporation et al , Case No. 3:14-cv-00420-PK. Following removal of the action to federal court, we have been engaged in active settlement discussions with the Plaintiffs. On March 25, 2014, the court stayed the proceedings for a period of ninety (90) days in order to allow the parties to continue settlement discussions.

Our agent for service of process in Nevada is CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted under the symbol “NYXO” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ended December 31, 2012
Quarter Ended		High $		Low $
	December 31, 2013	$	0.0065	$	0.0004
	September 30, 2013	$	0.0850	$	0.0030
	June 30, 2013	$	1.0500	$	0.0150
	March 31, 2013	$	1.4414	$	0.2000

Fiscal Year Ending December 31, 2011
	Quarter Ended		High $		Low $
	December 31, 2012	$	13.0631	$	0.5405
	September 30, 2012	$	40.5405	$	5.4054
	June 30, 2012	$	51.3514	$	11.2613
	March 31, 2012	$	171.1712	$	33.7838

Effective March 20, 2013, we performed a 1 for 450 reverse split of our common stock. As a result, the figures above reflect retroactively split-adjusted prices as reported by OTC Markets, Inc. On April 9, 2014, the last sales price per share of our common stock was $0.0007.

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Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of April 15, 2014, we had 963,841,327 shares of our common stock issued and outstanding, held by thirty-nine (39) shareholders of record.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.	we would not be able to pay our debts as they become due in the usual course of business, or;
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

On October 23, 2012, we issued 100 shares of Class B Convertible Preferred stock to our President and CEO, Giorgio Johnson. These shares are convertible to shares of our common stock at a ratio of 1:1. Holders of our Class B Convertible Preferred Stock cast one million (1,000,000) votes per share on all matter submitted to a vote of the holders of our common stock.

Securities Authorized for Issuance under Equity Compensation Plans

On March 22, 2012, our shareholders adopted the 2012 Equity Incentive Plan (the “Plan”) and reserved 10,000 shares of the Company’s common stock for issuance thereunder to officers, directors, employees, consultants and other service providers of the Company. On June 15, 2012, we granted a total of 5,093 options under this plan which included 278 vested options to each of our three directors and 440 to our employees. The option have a term of 10 years, are exercisable at an average weight of $40.50 per share and vest in four increments of 25% each with the first vesting to occur on grant and the remaining to vest over the subsequent three-year period.

Item 6. Selected Financial Data

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

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Years Ended December 31, 2013 and 2012.

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

Revenues, net

Our operating revenues during the year ended December 31, 2013 were $6,065 compared to $58,450 during the year ended December 31, 2012. Our inception to date revenues totaled $85,903 as of December 31, 2012.

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

Cost of Sales

Our cost of sales for the year ended December 31, 2013 was $1,445, compared to $79,863 for the year ended December 31, 2012. Cost of sales includes finished goods, assembly services, and cost to deliver our product. Cost of sales has remained consistent with the previous year comparable period. As we are able to increase our revenues, we expect our cost variables to decrease due to volume discounts.

Gross Profit

During the year ended December 31, 2013 our gross profit was $4,620 compared to a gross loss for the year ended December 31, 2012 of $21,413. Cost of our initial inventory assembly was high due to modifications in assembly techniques and testing, higher than normal freight costs, and higher raw material costs due to low volume purchasing. Freight costs were higher as a result of oversea assembly and a single port of entry. These costs will decrease as we assemble and distribute from strategically located warehouse facilities. We expect gross profits to normalize at 38% in the near-term and 40% in the long-term. Gross profit, as a percentage of sales, will also increase as we have a higher weighting of sales through direct distribution to our end customer.

Operating Expenses

During the year ended December 31, 2013 we incurred $6,131,955 in operating expenses, compared to $1,193,611 for the year ended December 31, 2012. This increase in operating expenses for December 31, 2012 compared to the same period in 2012 is a direct result of the value attributable to shares of common stock issued as compensation to officers and, to a lesser extent, shares of common stock issued as compensation to various consultants. All other expenses incurred during 2013 were substantially less than during 2012. Our highest operating expense for the year was $5,229,167 for officer compensation, which reflects this issuance of common stock. Our expenses for consulting services during the year ended December 31, 2013 were $538,009, compared to $145,032 for the year ended December 31, 2012. Professional fees were $165,143 for the year ended December 31, 2013, compared to $245,047 for the year ended December 31, 2012. Salaries and wages were $157,487 for the year ended December 31, 2013, compared to $502,995 for the year ended December 31, 2012. General and administrative expenses were $13,786 during 2013, compared to $33,702 during 2012. Rent expense was $11,469 for 2013, compared to $78,910 for 2012. We incurred $11,100 in depreciation during 2013, compared to $11,803 for 2012. Our travel and entertainment expenses during the year ended December 31, 2013 were $4,549, compared to $51,340 for the year ended December 31, 2012. Our promotional and marketing expenses for the year ended December 31, 2013 were $345, compared to $37,575 for the year ended December 31, 2012.

Other Income and Expense

During the year ended December 31, 2013, we experienced a loss on the change in the value of a derivative liability in the amount of $376,192, financing costs of $318,463, amortization of debt discounts of $270,369, interest expense of $169,006, interest expense to a related party of $877, gain on a debt settlement of $21,500, and other income of $1.

As a result of various convertible debt financing agreements entered into during the years ended December 31, 2013 and December 31, 2012, we have incurred additional costs which are attributable to the terms of each agreement with respect to their variable conversion rights. Until such time the agreements are satisfied in full, we will continue to incur costs related to the valuation of these terms.

Net Loss

During the year ended December 31, 2013 we incurred a net loss of $7,240,741. By comparison, we incurred a net loss of $2,210,995 during the year ended December 31, 2012. Since July 8, 2010, the inception date of Nyxio, through December 31, 2013, we have generated revenue of $85,903 and have incurred a net loss of $714,547,612. Our greatest challenges which have prohibited us from executing our business plan are as follows:

Lack of adequate funding to obtain a small inventory, establish a healthy PR campaign, recruit a world class management team, and fund future development to enhance current product features and new products to stay ahead of the technology curve.

Manufacturing in Asia – Too far away to monitor quality and suppliers without costly travel.

Lack of adequate funding to retain skilled sales team.

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

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Our operations to date have consisted primarily of the following:

Enhancing product features and aesthetics

Negotiations to reduce product cost and enhance quality

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

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

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

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

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

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

Liquidity and Capital Resources

As of December 31, 2013, we had cash and equivalents on hand of $27,082, accounts receivable of $223, and a working capital deficit of $1,711,130. We determined that our cash on hand and working capital were not sufficient to meet our current anticipated cash requirements. As such, we evaluated several options to obtain short term financing, as discussed below. While we hope to see a significant increase in revenue in the second quarter of 2014 as a result on pending product orders, we have continued to rely on funds obtained through the issuance of debt and equity securities throughout 2013. We may enter into further debt and equity agreements to fund operations and inventory requirements if management feels it is required. We anticipate our additional cash requirements to fund cost of goods sold and operations to be roughly $1.7 million dollars, at which point revenues from sales should be sufficient to fund inventory and operational expenses. Our operations to date have been primarily funded through the issuance of debt and equity securities.

Specifically, on September 30, 2011, we entered into a promissory note with Coach Capital LLC in the amount of $111,000 (the “Coach Note”). The Coach Note is unsecured, bears interest at 10% per annum and is due on demand. The holder of the Coach Note may elect to convert all or part of the indebtedness owing under the Coach Note into our securities at such rate as that being offered to investors at the time of conversion. As of December 31, 2013, the unpaid principal balance and accrued interest under the Coach Note totaled $142,418.

On February 16, 2012, we entered into a Securities Purchase Agreement with and issued a Convertible Promissory Note in the amount of $200,000, at 6% interest per annum, to ICG USA, LLC (the “ICG Note”). The ICG Note is convertible into shares of our common stock at the discretion of ICG USA, LLC. The ICG Note had an unpaid principal balance of $167,257 and accrued interest of $25,004 as of December 31, 2013. We have determined that the conversion feature of this note is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bifurcated the conversion feature of the notes and recorded a derivative liability. As of December 31, 2013 the value of the derivative liability was $285,663 and we recognized a loss on the derivative of $141,407 for the year ended December 31, 2013. During March 2014, LG Capital Funding, LLC assumed the rights to the ICG Note and issued a “Replacement Note” for the amount of $75,000. The note accrues interest at 8% per annum and matures March 11, 2014. Further, LG Capital may convert all or any amount of the principal at a rate equal to 50% of the lowest closing bid price for the five prior trading days, including the day of notice. During March 2014, LG Capital advanced an additional $37,875 to us, subject to the same terms and Maturity date as the Replacement Note.

On May 7, 2012, we entered into a $275,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). Under the Note, we received $50,000 in loan proceeds with JMJ. Additional sums up to a maximum total of $275,000 may be advanced in the sole discretion of JMJ. An additional $5,400 was advanced during April of 2013. The Note includes a 10% original issue discount and is due in 1 year. The Note does not bear interest if paid in full within 90 days. Thereafter, a one-time interest charge of 5% shall be applied to the principal sum. The Note is convertible to common stock in whole or in part at conversion price equal to the lesser of $0.06 per share or 65% of the lowest trading price in the 25 trading days prior to the conversion. Following various conversions during 2013, the balance due under the Note as of December 31, 2013 was $15,145, net of discount of $1,691, and accrued interest was $3.090. We have determined that the conversion feature of this note is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bifurcated the conversion feature of the Note and recorded a derivative liability. As of December 31, 2013 the value of the derivative liability was $9,138 and we recognized a loss on the derivative of $26,602 for the year ended December 31, 2013.

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

Amount		Issue date	Due date	Shares issued upon conversion			Conversion date(s)	Principal amount
$	63,000	June 6, 2012	March 8, 2013					$	63,000
					7,246		12/17/12		(3,000	)
					7,059		12/31/12		(2,700	)
					6,991		01/14/13		(2,800	)
					7,029		01/16/13		(3,100	)
					7,029		01/18/13		(3,100	)
					16,187		03/01/13		(5,900	)
					16,187		03/08/13		(5,900	)
	12,800						03/09/13		12,800
					25,231		03/15/13		(10,900	)
					27,322		04/25/13		(3,000	)
					174,520		05/20/13		(10,000	)
					1,304,348		7/8/13		(12,000	)
					1,304,918	b	7/19/13		(13,400	)
								$	-0-

$	37,500	July 10, 2012	April 12, 2013		Variable		n/a	$	37,500
	18,750						04/12/13		18,750
					1,229,500		7/19/13		(15,000	)
					1,153,896		7/31/13		(12,000	)
					6,545,455		7/19/13		(7,200	)
					6,545,455		10/1/13		(7,200	)
					8,505,747		10/7/13		(7,400	)
					8,045,977		10/14/13		(7,000	)
					4,367,089	c	10/21/13		(450	)
								$	-0-

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$	40,000	November, 13, 2012	August 15, 2013	Variable	n/a	$	40,000
	20,000				8/24/13		20,000
				4,166,667	10/21/13		(3,000	)
				7,941,176	10/28/13		(5,400	)
				8,545,455	11/1/13		(4,700	)
				8,540,000	11/6/13		(4,270	)
				8,542,857	11/11/13		(2,990	)
				4,571,429	11/11/13		(1,600	)
				16,612,903	11/22/13		(5,150	)
				16,642,857	11/26/13		(4,660	)
				16,551,724	12/2/13		(4,800	)
				16,551,724	12/5/13		(4,800	)
				16,653,846	12/16/13		(4,330	)
				16,625,000	12/18/13		(3,990	)
				16,625,000	12/23/13		(3,990	)
				16,653,846	12/30/13		(4,330	)
						$	1,990

$	37,500	January 31, 2013	November 1, 2013	Variable	n/a	$	37,500
	18,750						18,750
						$	56,250

$	41,500	April 11, 2013	January 16, 2014	Variable	n/a	$	41,500

$	22,500	June 27, 2013	March 31, 2014	Variable	n/a	$	22,500

$	15,750	August 20, 2013	May 20, 2014	Variable	n/a	$	15,750

$	10,000	September, 20, 2013	June 20, 2014	Variable	n/a	$	10,000

$	2,500	October 25, 2013	July 18, 2014	Variable	n/a	$	2,500

$	22,500	November 11, 2013	August 13, 2014	Variable	n/a	$	22,500

All Notes issued to Asher Enterprises, Inc. bear interest at a rate of 8% per year and are convertible at a conversion price equal to 55% of the Market Price of our common stock on the conversion date. For purposes of the Notes, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 10 trading days immediately preceding the conversion date. The number of shares issuable upon conversion of the Notes is limited so that the holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days-notice.

We have determined that the conversion feature of these notes is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bifurcated the conversion feature of the notes and recorded a derivative liability. As of December 31, 2013 the value of the derivative liability was $152,723 and we recognized a loss on the derivative of $18,981 for the year ended December 31, 2013. As of December 31, 2013, the unpaid principal balance of these notes was $128,898, net of a discount of $44,092, with accrued interest of $14,630.

On September 20, 2012, we received additional financing under a Convertible Promissory Note issued to Continental Equities, LLC (“Continental”) in the amount of $35,000. The note bears interest at a rate of 8% per annum, is unsecured and matures on May 15, 2013. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 42.5% discount to the lowest three average thirty day trading prices prior to the conversion date. In addition, we entered into a Registration Rights Agreement with Continental under which, upon demand of Continental, we must register resale of the common shares issuable upon conversion of the Note on Form S-1. In addition, Continental has “piggy-back” registration rights, which require us to include the re-sale of shares issuable upon conversion of the Note in any registration statement we may file, except for registrations on Forms S-4 or S-8. On May 20, 2013, we issued an additional Convertible Promissory Note to Continental in the amount of $13,000, bearing the same terms. During December 31, 2013, Tide Pool Ventures Corporation (“Tide Pool”) purchased the remaining balance of the notes. As of December 31, 2013, the balance due to Tide Pool under the notes was $16,399 in principal, net of discount in the amount of $5,221, and accrued interest of $3,923.

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On December 10, 2013, we issued a convertible promissory note to Tide Pool in the amount of $11,500. The note bears interest at a rate of 9.875% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 30% discount to the lowest volume weighted average price of the five trading days prior to the conversion date.

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

On December 1, 2013, Chamisa assigned the remaining portion of the Note still owing to Reign Investment Group, LLC. On December 1, 2013, Reign Investment Group, LLC assigned portions of the debt to various entities. During the year ended December 31, 2013, the original assignee agreed to forgive $21,500 of the debt in exchange for immediate conversion rights at a conversion rate of $0.001. As of December 31, 2013, the Company recognized an interest expense of $43,623 from BCF related to the conversion and gain on settlement of debt of $21,500.

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

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

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

Off Balance Sheet Arrangements

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

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred cumulative losses of $14,547,612 for the period from inception through December 31, 2013, expect to incur further losses in the development of our business and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Principles of Consolidation

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

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Revenue recognition

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

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

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

Recently Issued Accounting Pronouncements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

F-1	Report of Independent Registered Public Accounting Firm
F-2	Balance Sheets as of December 31, 2013 and 2012;
F-3	Statements of Operations for the years ended December 31, 2013 and 2012;
F-4	Statement of Shareholders’ Deficit for the years ended December 31, 2013 and 2012;
F-5	Statements of Cash Flows for the years ended December 31, 2013 and 2012;
F-6	Notes to Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Nyxio Technologies Corporation

We have audited the accompanying balance sheets of Nyxio Technologies Corporation as of December 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 misstatements. An audit 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 audit 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 Nyxio Technologies Corporation as of December 31, 2013 and 2012, and the results of its operations and its cash flows for years ended December 31, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC

Las Vegas, Nevada

April 15, 2014

F- 1

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Nyxio Technologies Corporation

( a Development Stage Company)

Consolidated Balance Sheets

	December 31,			December 31,
	2013			2012
Assets
Current assets:
Cash	$	27,082		$	2,658
Accounts receivable		223			223
Due from related party		—			27,177
Total current assets		27,305			30,058
Fixed assets, net of accumulated depreciation of $30,785 and $19,685, respectively		15,321			26,121
Total assets	$	42,626		$	56,179
Liabilities and shareholders' (deficit)
Current liabilities
Accounts payable and accrued expenses	$	567,598		$	455,684
Accrued interest		131,741			82,584
Deferred revenue		25,000			—
Notes payable		171,630			212,530
Notes payable - related party		8,458			8,458
Convertible notes payable, net of discounts of $61,842 and $150,062, respectively		328,361			233,296
Derivative liability		505,647			264,648
Total current liabilities		1,738,435			1,257,200
Shareholders' (deficit)
Series A preferred stock; $0.01 par value; 1,100 shares authorized; no shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively		—			—
Series B preferred stock; $0.01 par value; 100 shares authorized; shares 100 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively		1			1
Common stock; $0.001 par value; 5,000,000,000 shares authorized; 335,994,983 and 183,583 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively		335,995			183
Common shares sold and unissued, 1,666 at December 31, 2013 and December 31, 2012, respectively		2			2
Additional paid-in capital		19,322,140			6,326,359
Common stock payable		50,000			—
Deferred compensation		(6,770,833	)		—
Other comprehensive (loss)		(85,502	)		(220,695	)
(Deficit) accumulated during the development stage		(14,547,612	)		(7,306,871	)
Total shareholders' (deficit)		(1,695,809	)		(1,201,021	)
Total liabilities and shareholders' (deficit)	$	42,626		$	56,179

See Accompanying Notes to Consolidated Financial Statements.

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Nyxio Technologies Corporation

( a Development Stage Company)

Consolidated Statements of Operations

							July 8, 2010
	Year Ended			Year Ended			(Inception) to
	December 31,			December 31,			December 31,
	2013			2012			2013
Revenue	$	6,065		$	58,450		$	85,903
Cost of goods sold		1,445			79,863			95,629
Gross profit (loss)		4,620			(21,413	)		(9,726	)
Operating expenses
Consulting services		538,909			145,032			4,846,369
Depreciation		11,100			11,803			30,785
General and administrative		13,786			33,702			156,303
Professional fees		165,143			245,047			601,676
Promotional and marketing		345			37,575			148,596
Research and development		—			5,727			30,850
Rent expense		11,469			78,910			156,451
Salaries and wages		157,487			502,995			877,825
Officer compensation		5,229,167			—			5,229,167
Travel and entertainment		4,549			51,340			233,686
Impairment		—			81,480			81,480
Total operating expenses		6,131,955			1,193,611			12,393,188
Net loss from operations		(6,127,335	)		(1,215,024	)		(12,402,914	)
Other income (expense)
Amortization of debt discounts		(270,369	)		(246,987	)		(517,356	)
Financing costs		(318,463	)		(715,107	)		(1,033,570	)
Interest expense		(169,006	)		(46,466	)		(250,793	)
Interest expense - related party		(877	)		(1,949	)		(2,826	)
Other income		1			1,896			1,897
Gain (loss) on derivatives		(376,192	)		(43,953	)		(420,145	)
Gain (loss) on debt settlement		21,500			56,595			78,095
Total other income (expense)		(1,113,406	)		(995,971	)		(2,144,698	)
Net loss	$	(7,240,741	)	$	(2,210,995	)	$	(14,547,612	)
Basic and fully diluted loss per common share	$	(0.09	)	$	(22.07	)
Basic and fully diluted - weighted average common shares outstanding		81,600,853			100,203

See Accompanying Notes to Consolidated Financial Statements.

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Nyxio Technologies Corporation

( a Development Stage Company)

Consolidated Statement of Shareholders' Deficit

	Preferred Stock				Common Stock				Common Shares			Additional Paid-in			Stock		Deferred			Other Comprehensive			(Deficit) Accumulated During Development			Total Stockholders’
	Shares		Amount		Shares		Amount		Unissued			Capital			Payable		Compensation			Income (loss)			Stage			Equity
Balance July 8, 2010 (inception)		—	$	—		—	$	—	$	—		$	—		$	—	$	—		$	—		$	—		$	—
July 8, 2010 -
Founders' shares issued		—		—		—		—		—			100			—		—			—			—			100
Net (loss)		—		—		—		—		—			—			—		—			—			(103,838	)		(103,838	)
Balance, December 31, 2010		—		—		—		100		—			—			—		(103,838	)		(103,738	)
Shares issued for cash pursuant to Securities Purchase Agreement		—		—		—		—		8			987,492			—		—			—			—			987,500
Reverse merger eliminations		—		—		83,333		83		—			(131,473	)		—		—			—			—			(131,390	)
Warrants issued per Merger Agreement - Related party		—		—		—		—		—			3,967,500			—		—			—			—			3,967,500
Net (loss)		—		—		—		—		—			—			—		—			(4,992,038	)		(4,992,038	)
Balance, December 31, 2011		—		—		83,333		83		8			4,823,619			—		—			—			(5,095,876	)		(272,166	)
Shares issued for services		100		1		—		—		—			3,783			—		—			—			—			3,784
Shares issued for cash		—		—		3,556		4		1			174,995			—		—			—			—			175,000
Previously authorized shares issued		—		—		6,789		7		(7	)		—			—		—			—			—			—
Shares and options issued for services		—		—		6,000		6		—			144,001			—		—			—			—			144,007
Shares issued for conversion of debt and financing costs		—		—		83,905		83		—			782,912			—		—			—			—			782,995
Discounts on convertible debt		—		—		—		—		—			397,049			—		—			—			—			397,049
Gain (loss) on derivative instruments		—		—		—		—		—			—			—		—			(220,695	)		—			(220,695	)
Net (loss)		—		—		—		—		—			—			—		—			—			(2,210,995	)		(2,210,995	)
Balance, December 31, 2012		100		1		183,583		183		2			6,326,359			—		—			(220,695	)		(7,306,871	)		(1,201,021	)
Shares issued for conversion of accrued interest, debt and financing costs		—		—		282,328,524		282,329		—			306,942			—		—			—			—			589,271
Shares issued for accrued office salary and compensation		—		—		1,961,803		1,962		—			76,510			—		—			—			—			78,472
Discounts on convertible debt		—		—		—		—		—			225,772			—		—			—			—			225,772
Shares due to rounding		—		—		50		—		—			—			—		—			—			—			—
Shares to be issued for deferred compensation		—		—		—		—		—			9,950,000			50,000		(10,000,000	)		—			—			—
Shares issued for services		—		—		51,521,023		51,521		—			2,436,557			—		—			—			—			2,488,078
Amortization of deferred compensation		—		—		—		—		—			—			—		3,229,167			—			—			3,229,167
Gain (loss) on derivative instruments		—		—		—		—		—			—			—		—			135,193			—			135,193
Net (loss)		—		—		—		—		—			—			—		—			—			(7,240,741	)		(7,240,741	)
Balance, December 31, 2013		100	$	1		335,994,983	$	335,995	$	2		$	19,322,140		$	50,000	$	(6,770,833	)	$	(85,502	)	$	(14,547,612	)	$	(1,695,809	)

See Accompanying Notes to Consolidated Financial Statements.

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Nyxio Technologies Corporation

( a Development Stage Company)

Consolidated Statements of Cash Flows

							July 8, 2010
	Year Ended			Year Ended			(Inception) to
	December 31,			December 31,			December 31,
	2013			2012			2013
Cash flows from operating activities:
Net (loss)	$	(7,240,741	)	$	(2,210,995	)	$	(14,547,612	)
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Depreciation		11,100			11,803			30,785
Shares and options issued for services		5,788,207			144,007			5,932,214
Shares issued for financing costs		317,463			710,881			1,028,344
Amortization of beneficial conversion		313,992			246,987			560,979
Penalty interest on default of convertible debt		70,300			—			70,300
(Gain) loss on derivatives		376,192			43,953			420,145
(Gain) on settlement of debt		(21,500	)		(56,595	)		(78,095	)
Non-cash services provided by related party		—			—			38,875
Warrants issued per merger - related party		—			—			3,967,500
Impairment of operating assets		—			81,480			81,480
Decrease (increase) in assets:
Accounts receivable		—			163			(223	)
Inventory		—			72,973			(73,593	)
Prepaid expenses		—			19,236			742
Other assets		—			4,178			2,965
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		119,424			283,212			573,459
Accrued interest		56,360			56,173			144,770
Deferred revenue		25,000			—			25,000
Net cash used in operating activities		(184,203	)		(592,544	)		(1,821,965	)
Cash flows from investing activities:
Change in due from related party, net		27,177			(4,339	)		15,563
Purchase of fixed assets		(300	)		—			(33,244	)
Net cash provided by (used in) investing activities		26,877			(4,339	)		(17,681	)
Cash flows from financing activities:
Cash contributed by related party		—			—			5,984
Cash acquired through merger		—			—			45
Proceeds from notes payable		—			—			83,991
Payments on notes payable		—			—			(1,500	)
Proceeds from notes payable - related party		—			24,500			35,258
Payments on notes payable - related party		—			(26,800	)		(26,800	)
Proceeds from convertible debt		181,750			425,500			607,250
Proceeds from the sale of common stock		—			175,000			1,162,500
Net cash provided by financing activities		181,750			598,200			1,866,728
Net increase (decrease) in cash		24,424			1,317			27,082
Cash, beginning of period		2,658			1,341			—
Cash, end of period	$	27,082			2,658		$	27,082
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	—		$	—		$	—
Cash paid for interest	$	—		$	—		$	167

See Accompanying Notes to Consolidated Financial Statements.

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Nyxio Technologies Corporation

(a Development Stage Company)

Notes to Consolidated Financial Statements

NOTE 1 – Significant Accounting Policies and Procedures

Organization

Nyxio Technologies Corporation (“the Company”) was incorporated under the name of Drayton Harbor Resources, Inc., in the State of Nevada on June 8, 2006. On January 22, 2009, the Company changes its name to LED Power Group, Inc. (“LED”) as a result of its Agreement and Plan of Merger with LED Power Group, Inc. a Nevada corporation (“LPI”). On June 14, 2011, the Company changed its name to Nyxio Technologies Corporation (“NTC”) in anticipation of the acquisition of Nyxio Technologies, Inc. (“NTI”). On July 5, 2011, NTI merged with NTC whereby NTC represents the legal acquirer and NTI the accounting acquirer. Pursuant to Accounting Stands Codification Topic 840, the transaction was treated as a reverse acquisition. As such, in the presentation of the consolidated financial statements, the historical activity of NTI has come forward with an adjustment to equity to carry forward the historical equity of NTC. Pursuant to the merger agreement, NTC issued 22,500,000 shares of its common stock in exchange for 100% of the outstanding shares of NTI which were 100. Upon closing of the reverse acquisition, the Company is now listed on the Over-the-Counter Bulletin Board under the symbol NYXO.

The Company utilizes its wholly-owned subsidiary, NTI for the execution of its business plan, which is to deliver high-quality, cutting-edge products to the consumer electronics industry by consolidating key hardware into more efficient devices. NTI’s primary product is the VioSphere Smart TV, a flat screen TV with a fully integrated personal computer. The Company focuses on identify gaps in the consumer electronics market and then developing creative products to fill those voids, including Tablet PC’s, Smart TV’s, all-in-one PCs and mobile media viewers.

Principles of Consolidation

Basis of presentation

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

Cash and cash equivalents

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

Accounts receivable

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

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

Inventory

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

Fixed Assets

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

Equipment 3-5 years

Furniture 7 years

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there were no impairments needed as of December 31, 2013 or 2012. Depreciation expense for the years ended December 31, 2013 and 2012 and for the period from July 8, 2010 (inception) to December 31, 2013, was $11,100, $8,852 and $30,785, respectively.

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Revenue recognition

Loss per share

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

Income taxes

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

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

Fair Value of Financial Instruments

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

Long-lived assets

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

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affects the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Advertising

The Company expenses advertising costs as incurred. The Company’s advertising expenses were $345 and $37,575 during the years ended December 31, 2013 and 2012, respectively, and $105,316 for the period from July 8, 2010 through December 31, 2013.

Research and development

Research and development costs are expensed as incurred. During the years ended December 31, 2013 and 2012, and for the period from July 8, 2010 (inception) to December 31, 2013, research and development costs were $0, $5,628 and $30,850, respectively.

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Concentration of Business and Credit Risk

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

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

Share-Based Compensation

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

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

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

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

For the years ended December 31, 2013 and 2012, and the period from July 8, 2010 (inception) to December 31, 2013, the Company recorded share-based compensation of $5,788,207, $144,007, and $9,899,714, respectively.

Recent accounting pronouncements

International Financial Reporting Standards:

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

Year-end

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

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NOTE 2 - Going concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations and since its inception (July 8, 2010) through December 31, 2013 the Company had accumulated losses of $14,547,612 and a working capital deficit of $1,711,130. Management expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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

NOTE 3 - Accounts receivable

Accounts receivable consist of the following:

	December 31,		December 31,
	2013		2012
Trade accounts receivable	$	223	$	223
Due from related party		—		27,177
Less: Allowance for doubtful accounts		—		—
	$	223	$	27,400

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

NOTE 4 - Property and equipment

The following is a summary of property and equipment:

	December 31,			December 31,
	2013			2012
Furniture and fixtures	$	11,912		$	11,612
Software		11,945			11,945
Computers and equipment		22,249			22,249
Less: accumulated depreciation		(30,785	)		(19,685	)
	$	15,321		$	26,121

Depreciation for the years ended December 31, 2013 and 2012 and for the period from July 8, 2010 (inception) to December 31, 2013 was $11,100, $11,803 and $30,785, respectively.

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NOTE 5 - Related party transactions

Related party receivable

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

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

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

During the year ended December 31, 2013, the president and CEO donated additional services valued at $149,000, of which $53,399 has been recorded as a reduction in the officers’ receivable balance and $95,601 was recorded as accrued wages.

As of December 31, 2013 and 2012, the amounts due from the officer totaled $0 and $27,177, respectively.

Merger warrants

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

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Employment/Consulting commitments

One June 1, 2011, the Company entered into an Employment Agreement with its chief executive officer. The initial term of the agreement covers a three-year period commencing on June 1, 2011 and required annual compensation payment of $24,000. On January 1, 2012, the original agreement was amended to provide for an increase in annual compensation from the original $24,000 to $48,000 per year. On July 18, 2013, the Company and its CEO entered into an Amended and Restated Employment agreement which increased the CEO’s annual salary to $250,000 per annum, payable bimonthly effective July 1, 2013.

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

During May 2013, the board of directors approved the issuance of 50,000,000 to the Company’s president and CEO. The shares were valued at $10,000,000, and vest over the period of two years. The Company amortized $3,229,167 for the year ended December 31, 2013. Additionally, as board of directors approved the issuance of 10,000,000 shares to the Company’s president and CEO. The shares were valued at $2,000,000 and expensed for the year ended December 31, 2013. During December 31, 2013, the CEO returned a net 50,000,000 shares in order to provide additional authorized shares to the Company. The Company is expected to reissue the shares at a future date and has accordingly recorded a common stock payable of $50,000 for the par value of the shares.

During June 2013, the Company’s CFO resigned. On June 12, 2013, this former CFO entered into a Business Consulting Agreement to provide consulting services at a rate of $10,000 per month, payable in bi-monthly installment of $5,000 on the 15 ^th and last day of the month for the term of one year. During the year ended December 31, 2013 the Company issued 25,391,606 shares of common valued at $60,000 for the first six months of the agreement and accrued another $10,000. In addition, all prior payroll liabilities owing from the Company to this individual were released in exchange for 1,961,803 shares of the Company’s common stock. The stock was valued at $78,472 and satisfied $7,510 in accrued wages. The remaining value of $70,962 was recorded as additional compensation costs for the year ended December 31, 2013.

Note payable to a related party

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

NOTE 6 - Notes payable

Chamisa Technology, LLC

On July 8, 2010, the Company’s chief executive officer and majority shareholder contributed a note payable in the amount of $83,627 which originated from his previously dissolved limited liability company. The note balance represented cash advances of $81,595 and previously accrued interest of $2,032. During the period from inception (July 8, 2010) through December 31, 2010, the Company received additional advances of $64,491 and $18,000 during the year ended December 31, 2011. No formal agreement pertaining to the advances had previously been documented, however pursuant to a verbal agreement between the parties, the balance was due on demand and bears interest at a rate of 12% per annum. March 5, 2012, the Company formalized and acknowledged its liability to Chamisa Technology, LLC in the form of a promissory note. The promissory note is unsecured bears interest at a rate of 12% per annum, and matures on August 31, 2012. Pursuant to the new promissory note, the Company is required to make monthly principal and interest payments through maturity. As of December 31, 2013, the note is in default.

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

On December 1, 2013, Chamisa Technology, LLC assigned $65,123 of the note to Reign Investment Group, LLC who further assigned portions of the debt to various entities. During the year ended December 31, 2013, the original assignee agreed to forgive $21,500 of the debt in exchange for immediate conversion rights at a conversion rate of $0.001. As of December 31, 2013, the Company recognized an interest expense of $43,623 from BCF related to the conversion and gain on settlement of debt of $21,500.

As of December 31, 2013 and 2012, the unpaid principal balance together with accrued interest totaled $100,606 and $131,220, respectively. The Company is still negotiating additional terms as it relates to this note.

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Coach Capital LLC

On September 30, 2011, the Company issued a promissory note in the amount of $111,000 to Coach Capital, LLC. The note is unsecured, due on demand and bears interest at a rate of 10% per annum. In the event of default, the interest rate will immediately escalate to 30% per annum. As of December 31, 2013 and 2012, the unpaid principal balance together with accrued interest totaled $142,418 and $128,919, respectively.

ICG USA, LLC

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

As of the December 31, 2013, the Company fair valued the derivative liability at $285,663 and recorded a comprehensive loss of $141,407 representing the change in fair value. As of December 31, 2013, the unpaid principal balance was $167,257 net of discount in the amount of $0. Accrued interest totaled $25,004.

JMJ Financial

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

During January and February 2013, JMJ elected to convert $5,858 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 16,022 (post-split) shares at an average conversion rate of $0.37 and recognized a loss on the derivative in the amount of $5,689.

During April 2013, JMJ advanced an additional $5,400 to the Company.

During June 2013, JMJ elected to convert $5,330 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 100,000 shares at a conversion rate of $0.053 and recognized a loss on the derivative in the amount of $3,670.

During July 2013, JMJ elected to convert $6,500 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 325,000 shares at a conversion rate of $0.02 and recognized a loss on the derivative in the amount of $5,850.

During August 2013, JMJ elected to convert $13,000 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 2,600,000 shares at a conversion rate ranging from $0.003 to $0.01 and recognized a gain on the derivative in the amount of $650.

During October 2013, JMJ elected to convert $3,575 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 5,500,000 shares at a conversion rate of $0.00065 and recognized a loss on the derivative in the amount of $3,025.

During November 2013, JMJ elected to convert $1,885 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 5,800,000 shares at a conversion rate of $0.000325 and recognized a loss on the derivative in the amount of $2,175.

As of the December 31, 2013, the Company fair valued the derivative liability at $9,138 and recorded a comprehensive loss of $26,602 representing the change in fair value. As of December 31, 2013, the unpaid principal balance was $15,145 net of discount in the amount of $1,691. Accrued interest totaled $3,090.

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Asher Enterprises

During the year ended December 31, 2012, the Company issued three Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher”) in the amount of $63,000, $37,500 and $40,000, respectively. The notes bears interest at a rate of 8% per annum, are unsecured and mature on March 8, April 12, 2013 and August 13, 2013. The Notes are convertible into common stock in whole or in part at a variable conversion price equal to a 39% discount to the 10-day average trading price prior to the conversion date. The Company recorded a discount in the amount of $117,779 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. During the year ended December 31, 2012, Asher elected to convert $5,700 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 14,305 (post-split) shares at an average conversion rate of $2.51 and recognized a loss on the derivative in the amount of $25. During the year ended December 31, 2013, the Company incurred $51,550 in penalty interest on these notes due to default. The penalty interest was added to the principal of these notes.

During the year ended December 31, 2013, the Company issued seven Convertible Promissory Notes to Asher totaling $152,250. The notes bears interest at a rate of 8% per annum, are unsecured and mature on from November 1, 2013 through June 20, 2014. The notes are convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to the average of the lowest 3 trading prices in the 10-day trading period prior to the conversion date. The Company recorded discounts in the amount of $131,387 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the note.

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

During April and May 2013, the Company elected to convert $13,000 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 201,842 shares at a conversion rate ranging from $0.06 to $0.11 and recognized a loss on the derivative in the amount of $28,933.

During July and September 2013, the Company elected to convert $59,600 in principal and $2,520 in accrued interest. Pursuant to the conversion rate calculation in the Agreement, the Company issued 11,331,517 shares at a conversion rate ranging from $0.0011 to $0.0122 and recognized a loss on the derivative in the amount of $142,186.

During October 2013, the Company elected to convert $30,450 in principal and $3,000 in accrued interest. Pursuant to the conversion rate calculation in the Agreement, the Company issued 35,774,642 shares at a conversion rate ranging from $0.00068 to $0.00087 and recognized a loss on the derivative in the amount of $28,997.

During November 2013, the Company elected to convert $23,370 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 63,455,501 shares at a conversion rate ranging from $0.00028 to $0.00055 and recognized a loss on the derivative in the amount of $26,034.

During December 2013, the Company elected to convert $26,240 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 99,661,141 shares at a conversion rate ranging from $0.00024 to $0.00029 and recognized a loss on the derivative in the amount of $55,154.

As of the December 31, 2013, the Company fair valued the derivative liability related to these notes at $152,723 and recorded a comprehensive loss of $18,981 representing the change in fair value. As of December 31, 2013, the unpaid principal balance was $128,898, net of discount in the amount of $44,092. Accrued interest totaled $14,630.

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Continental Equities, LLC

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

On May 20, 2013, The Company issued a Convertible Promissory Note to Continental Equities, LLC (“Continental”) in the amount of $13,000. The note bears interest at a rate of 8% per annum, is unsecured and matures on May 31, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 42.5% discount to the lowest three average thirty day trading prices prior to the conversion date. The Company recorded a discount in the amount of $13,000 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. Further, the Company has recognized a derivative liability in the amount of $92,915 resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock.

During September 2013, the Company elected to convert $12,499 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 8,571,500 shares at a conversion rate ranging from $0.0009 to $0.002 and recognized a loss on the derivative in the amount of $23,880.

During October 2013, the Company elected to convert $7,136 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 10,137,806 shares at a conversion rate ranging from $0.0007 to $0.0008 and recognized a loss on the derivative in the amount of $7,885.

During November 2013, the Company elected to convert $6,745 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 13,695,814 shares at a conversion rate ranging from $0.0004 to $0.0006 and recognized a loss on the derivative in the amount of $2,640.

During December 2013, Tide Pool Ventures Corporation (“Tide Pool”) purchased the remaining balance of the note.

As of December 31, 2013, the Company fair valued the derivative asset at $34,380 and recorded a comprehensive loss of $2,773 representing the change in fair value. As of December 31, 2013, the principal balance owed to Tide Pool totaled $16,399 net of discount of $5,221. Accrued interest totaled $3,923.

Tide Pool Ventures Corporation

On December 10, 2013, the Company issued a Convertible Promissory Note to Tide Pool in the amount of $11,500. The note bears interest at a rate of 9.875% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 30% discount to the lowest volume weighted average price of the five trading days prior to the conversion date. The Company recorded a discount in the amount of $11,500 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. Further, the Company has recognized a derivative liability in the amount of $4,929 resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock.

NOTE 7 – Commitments

Lease agreements

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

Consulting agreements

During May 2013, the Company entered into several Business Consulting Agreements with various individual to provide consulting services at a combined total of $20,000 per month, payable in bi-monthly installment of $10,000 on the 15 ^th and last day of the month. During June 2013, the Company issued 357,144 shares of stock to these individuals for the first bi-monthly payment. During July and August 2013, the Company issued an additional 1,727,959 shares for the 2 ^nd and 3 ^rd bi-monthly payments, and accrued the remaining payments.

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NOTE 8- Income taxes

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

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

	2013		2012
U.S. Statutory rate		34%		34%
Valuation allowance		(34)%		(34)%
Effective tax rate

The net change in the valuation for the year ended December 31, 2013 was an increase in valuation of $2,454,330.

The Company has a net operating loss carryover of approximately $14,525,000 available to offset future income for income tax reporting purposes, which will expire in various years through 2031, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.

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

NOTE 9 - Fair value measurement

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

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

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

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

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

			Level I	Level II			Level III		Fair Value
December 31, 2013
	Notes payable	$	—	$	(180,088	)	$	—	$	(180,088	)
	Convertible debt, net		—		(328,361	)		—		(328,361	)
	Derivative Liabilities		—		(505,647	)		—		(505,647	)
		$	—	$	(1,014,096	)	$	—	$	(1,014,096	)
	December 31, 2012
	Notes payable	$	—	$	(220,998	)	$	—	$	(220,998	)
	Convertible debt, net		—		(233,296	)		—		( 233,296 )
	Derivative Liabilities		—		(264,648	)		—		(264,648	)
		$	—	$	(710,474	)	$	—	$	(710,474	)

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NOTE 10 – Shareholders’ equity

Common stock issuances

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

During the three months ended June 30, 2013, the Company issued a total of 3,301,842 shares of common stock in connection with the conversion of $21,330 in debt. Additionally, the Company recorded finance costs pursuant to these issuances totaling $243,000.

During the three months ended September 30, 2013, the Company issued a total of 30,009,620 shares of common stock in connection with the conversion of $99,519 in debt, including accrued interest of $2,520. Additionally, the Company recorded finance costs pursuant to these issuances totaling $63,770.

During the three months ended December 31, 2013, the Company issued a total of 248,822,386 shares of common stock in connection with the conversion of $113,401 in debt, including accrued interest of $3,000. Additionally, the Company recorded finance costs pursuant to these issuances totaling $10,693.

During the year ended December 31, 2013, the Company issued 41,521,023 shares of common stock pursuant to consulting services valued at $488,080.

During June 2013, the Company incorrectly issued 100,000 shares and is expecting their return.

During May 2013, the Company issued 60,000,000 shares of common stock to the Company’s president and CEO valued at $12,000,000, of which the Company expensed $2,729,167 for the year ended December 31, 2013. Additionally, the CEO temporarily returned 50,000,000 shares to provide additional outstanding shares to the company, which was recorded as a common stock payable totaling $50,000.

During June 2013, the Company issued 1,961,803 shares of common stock to the Company’s former CFO in satisfaction of accrued wages totaling $7,510. The remaining value of $70,962 was recorded as compensation for the year ended December 31, 2013.

Effective March 20, 2013, the Company performed a 1 for 450 reverse split of its common stock.

Effective December 9, 2013, the Company amended its articles to increase the authorized shares to 1,000,000,000.

Effective March 21, 2014 the Company amended its articles to increase the authorized shares to 5,000,000,000.

NOTE 11 - Subsequent events

During March 2014, LG Capital Funding, LLC assumed the rights to the ICG, USA LLC note and issued a “Replacement Note” for the amount of $75,000. The note accrues interest at 8% per annum and matures March 11, 2014. Further, LG Capital may convert all or any amount of the principal at a rate equal to 50% of the lowest closing bid price for the five prior trading days, including the day of notice. During March 2014, LG Capital advanced an additional $37,875 to the Company, subject to the same terms and Maturity date as the Replacement Note.

Subsequent to December 31, 2013 , the Company issued 584,224,122 shares of common stock in connection with the conversion of $153,273 in debt, including accrued interest of $2,900.

Effective March 21, 2014 the Company amended its articles to increase the authorized shares to 5,000,000,000.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending December 31, 2013.

Item 9A(T). Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2013, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the names, ages, and positions of our current directors and executive officers as of April 15, 2013.

Name	Age		Position(s) and Office(s) Held
Giorgio Johnson		47	Director, Chief Executive Officer, Chief Financial Officer & President
David Dabau		54	Director, Chief Operating Officer

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Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Giorgio Johnson , Director, Chief Executive Officer, Chief Financial Officer & President

Mr. Johnson has over 20 years of experience in the technology field. In 2007, Mr. Johnson founded Nyxio Technologies LLC, the predecessor entity to Nyxio Technologies, Inc., our wholly-owned subsidiary, and has served as its chief executive officer since inception. Mr. Johnson is also the owner of For Eye Styles, an eyewear retailer, founded in 2007. Mr. Johnson is currently the President of For Eye Styles, a position he has held since its inception. Further, since 2004, Mr. Johnson has served as the president and founder of EEI International, a talent management, multimedia and entertainment company. Mr. Johnson has also served as a consultant to NL Jacobsen Enterprises and the Davis Company, lending IT and systems integration expertise to clients such as Philips in the Netherlands, Chartered in Singapore and other businesses through Asia and Europe. Prior to that, Mr. Johnson worked as a systems integration engineer for PRI Automation and Brooks Automation, integrating systems at companies such as Intel, IBM France, IBM Vermont, Atmel, Micron, Anam, Samsung, LSI and Lucent.

Mr. Johnson has a Bachelor of Science in electrical engineering from Portland State University. Mr. Johnson’s prior business and technical experience provides our Board with a perspective of someone with knowledge in multiple facets of company operations and strategy, particularly in the technology sector.

David Dabau , Director & Chief Operating Officer

Mr. Dabau’s broad industry expertise includes manufacturing, purchasing, materials management and financial operations. Mr. Dabau is currently the Chief Operations Officer of Nyxio, our wholly-owned subsidiary, a position he has held since 2010. Prior to his engagement with Nyxio, Mr. Dabau spent four years (2006 to 2010) as Chief Operations Officer at S2 Automation, LLC in Rio Rancho, New Mexico, where he performed several key operational functions for a global provider of automation systems engineering, manufacturing and project management. From 2004 to 2006, Mr. Dabau was Senior Project Manager at Daifuku America Corporation in Salt Lake City, Utah, where he was responsible for a multitude of projects in semiconductor manufacturing. He also gained experience in the medical imaging field in the western U.S., Mexico and Korea while serving as a regional Project Manager for CTI Molecular Imaging from 2003 to 2004. Further, from 1994 to 2003, Mr. Dabau was a Shift Manager and Senior Implementation Manager for Brooks-PRI Automation, Inc. where he was involved with various global AMHS projects in Korea, Taiwan, SE Asia, Israel and Europe.

Mr. Dabau received a Bachelor of Science in Business Management from the University of Phoenix and holds a project management professional certification (PMP) from the Project Management Institute. Mr. Dabau’s broad industry expertise ranging across a career encompassing 25 plus years in manufacturing, purchasing, materials management and financial operations, gives him unique insights into our challenges, opportunities and operations, and as such, provides a beneficial perspective to our Board.

Term of Office

Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees of the Board

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

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Audit Committee Financial Expert

We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, Giorgio Johnson, at the address appearing on the first page of this annual report.

Code of Ethics

We have adopted a Code of Ethics applicable to all Company directors, officers and employees which is available on our website at: http://www.nyxio.com/about-nyxio/ethics/.

Item 11. Executive Compensation

Compensation Discussion and Analysis

We have entered into an employment agreement with Giorgio Johnson as follows:

Agreement with Giorgio Johnson for Services as Chief Executive Officer

On June 1, 2011, we entered into an employment agreement with Giorgio Johnson, our Chief Executive Officer. Mr. Johnson’s employment agreement is at-will, and as such, it can be terminated at any time by either party with or without cause and with or without notice. Mr. Johnson’s employment agreement provides for annual compensation of $24,000, payable bi-monthly. Effective January 1, 2012, Mr. Johnson’s annual compensation was increased to $48,000, payable bi-monthly. On July 16, 2013, our board of directors approved our entry into an Amended and Restated Employment Agreement (the “Agreement”) with Mr. Johnson. The Agreement, which is effective beginning July 1, 2013, provides for an increase in Mr. Johnson’s annual compensation from $48,000 per year to $250,000. The purpose of this increase is to provide for compensation commensurate with both the position of chief executive officer and the compensation allocated to our other employees and independent contractors performing executive duties. Either party to the Agreement can terminate the employment relationship at any time, with or without cause, and with or without notice.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2013 and 2012.

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 ($)		Total ($)
Giorgio Johnson, Director, President, CEO, and CFO	2013 2012	149,000 48,000	—	5,645,833 —	11,237	3,784	—	—	$	5,794,833 63,021
Mirjam Metcalf, former Director, Chief Financial Officer, Treasurer and Secretary	2013 2012	7,510 30,041	—	70,692 —	11,237	—	—	—	$	78,472 41,278
David Dabau, Director and Chief Operating Officer	2013 2012	26,254	—	—	11,237	—	—	—	$	38,945

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Narrative Disclosure to the Summary Compensation Table

During the year ended December 31, 2013 we paid our executives cash compensation in the formal of salaries and wages a total of $156,510 as indicated above.

During May of 2013, our board of directors approved a restricted incentive issuance of 50,000,000 shares to our president and CEO, Giorgio Johnson. The shares were valued at $10,000,000, and vest over the period of two years. We amortized $3,229,167 for the year ended December 31, 2013. Additionally, our board of directors approved an issuance of an additional 10,000,000 shares to Mr. Johnson. These shares were valued at $2,000,000 and expensed for the year ended December 31, 2013. During December 31, 2013, Mr. Johnson returned a net 50,000,000 shares in order to provide us with additional authorized shares. We are expected to reissue the shares at a future date and have accordingly recorded a common stock payable of $50,000 for the par value of the shares.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2013.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Giorgio Johnson, Director, President, CEO, and CFO	278	—	833	4.50	06/13/2022		—	—	—	—
David Dabau, Chief Operating Officer	278	—	833	4.50	06/13/2022		—	—	—	—

Director Compensation

The table below summarizes all compensation of our directors during the fiscal year ended December 31, 2013.

DIRECTOR COMPENSATION

Name

Fees Earned or

Paid in

Cash

($)

Stock Awards

($)

Option Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

Giorgio Johnson

—

Mirjam Metcalf,
former director

—

David Dabau

—

Narrative Disclosure to the Director Compensation Table

We do not pay any compensation to our directors specifically for their service as directors.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of our capital stock by each executive officer and director, by each person known by us to beneficially own more than 5% of any class of stock and by the executive officers and directors as a group. Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 963,841,327 shares common stock issued and outstanding as of April 10, 2014 and 100 shares of Class B Convertible Preferred Stock issued and outstanding as of April 10, 2014.

Title of class	Name and address of beneficial owner ⁽¹⁾	Amount of beneficial ownership		Percent of class
Current Executive Officers & Directors:
Common Stock	Giorgio Johnson c/o Nyxio Technologies Corporation 2156 NE Broadway Portland, OR 97232		10,041,527 shares ⁽²⁾		1.04	%
Common Stock	David Dabau c/o Nyxio Technologies Corporation 2156 NE Broadway Portland, OR 97232		2,000,000 shares		0.21	%
Common Stock Total of All Current Directors and Officers:			12,041,527		1.25	%
Class B Convertible Preferred Stock	Giorgio Johnson c/o Nyxio Technologies Corporation 2156 NE Broadway Portland, OR 97232		100 shares		100	%
Class B Convertible Preferred Stock	David Dabau c/o Nyxio Technologies Corporation 2156 NE Broadway Portland, OR 97232		0 shares		0	%
Class B Convertible Preferred Stock Total of All Current Directors and Officers:			100 shares		100	%
More than 5% Beneficial Owners
Common Stock	None
Class B Convertible Preferred Stock	None

⁽¹⁾

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

⁽²⁾

Includes 41,427 shares of common stock and 100 shares of Class B Convertible Preferred Stock, which are convertible at the option of the holder into 100 shares of common stock.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

On July 5, 2011, we entered into the Exchange Agreement. As a result of the Share Exchange Transaction, the Nyxio Shareholders received an aggregate of 50,000 (post-split) shares of our common stock and Mr. Johnson received a warrant to purchase up to 83,333 (post-split) shares of our common stock at $4.50 per share, in exchange for 100% of the issued and outstanding capital stock of Nyxio representing approximately 60% of our 85,285 (post-split) issued and outstanding shares of common stock as at that date. Mr. Giorgio Johnson was the Chief Executive Officer, a director and a shareholder of Nyxio prior to the Closing of the Share Exchange Transaction. Mr. Johnson is also our President, Chief Executive Officer and a director of the Company. Accordingly, the Share Exchange Transaction was a related party transaction. Mr. Johnson was the recipient of 42,500 (post-split) shares of our common stock and warrants to purchase 83,333 (post-split) shares of common stock issued in accordance with the Share Exchange Transaction. Furthermore, our former CFO, Mirjam Metcalf was the Vice President of Finance of Nyxio and, as a result of the Closing of the Share Exchange Transaction, was appointed the Chief Financial Officer, Secretary and Treasurer of the Company at that time.

Other than as set forth above, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

Director Independence

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we do not believe that we currently have any independent directors.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended		Audit Services		Audit Related Fees		Tax Fees		Other Fees
	2013	$	33,500		—		—		—
	2012	$	71,500		—		—		—

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Item 15. Exhibits and Financial Statement Schedules.

(a)

Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

(b)

Exhibits

Exhibit Number	Description
3.1(a)	Articles of Incorporation (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on August 15, 2011).
3.1(b)	Certificate of Amendment to Articles of Incorporation (Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2012).
3.1(c)	Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2012).
3.1(d)	Certificate of Designation of Preferences, Rights and Limitations of Class B Convertible Preferred Stock (Incorporated by reference to our Annual Report on Form 10-K filed April 22, 2013).
3.1(e)	1 ^st Amended Certificate of Designation of Class B Convertible Preferred Stock (Incorporated by reference to Current Report on Form 8-K filed February 20, 2013).
3.2	Amended & Restated Bylaws (Incorporated herein by reference to our Definitive Information Statement on Schedule 14C filed on August 23, 2011).
10.1	Technology License and Services Agreement by and between Nyxio Technologies Corporation and BlueStack Systems, Inc., dated August 18, 2011 (Incorporated herein by reference to our Current Report on Form 8-K filed on August 31, 2011).
10.2	Amended and Restated Employment Agreement by and between Nyxio Technologies Corporation and Giorgio Johnson, dated July 1, 2013 (Incorporated herein by reference to our Current Report on Form 8-K filed on July 18, 2013).
10.3*	8% Convertible Redeemable Note ($75,000 Replacement Note) with LG Capital Funding, LLC
10.4*	8% Convertible Redeemable Note ($37,875) with LG Capital Funding, LLC
10.5	Promissory Note – JMJ Financial. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on May 21, 2012).
10.6	Amendment to Promissory Note with JMJ Financial (Incorporated by reference to Quarterly Report on Form 10-Q filed May 20, 2013).
10.7	Convertible Promissory Note issued to Asher Enterprises, Inc., dated January 31, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed May 20, 2013).
10.8	Securities Purchase Agreement with Asher Enterprises, Inc., dated January 31, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed May 20, 2013).
10.9	Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 11, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed May 20, 2013).
10.10	Securities Purchase Agreement with Asher Enterprises, Inc., dated April 11, 2013(Incorporated by reference to Quarterly Report on Form 10-Q filed May 20, 2013).
10.11	Convertible Promissory Note issued to Asher Enterprises, Inc., dated June 27, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed August 19, 2013).
10.12	Securities Purchase Agreement with Asher Enterprises, Inc., dated June 27, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed August 19, 2013).
10.13*	Convertible Promissory Note issued to Asher Enterprises, Inc., dated August 20, 2013
10.14*	Securities Purchase Agreement with Asher Enterprises, Inc., dated August 20, 2013
10.15*	Convertible Promissory Note issued to Asher Enterprises, Inc., dated September 20, 2013
10.16*	Securities Purchase Agreement with Asher Enterprises, Inc., dated September 20, 2013
10.17	Convertible Promissory Note issued to Asher Enterprises, Inc., dated October 16, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed November 19, 2013).
10.18	Securities Purchase Agreement with Asher Enterprises, Inc., dated October 16, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed November 19, 2013).
10.19	Convertible Promissory Note issued to Asher Enterprises, Inc., dated November 11, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed November 19, 2013).
10.20	Securities Purchase Agreement with Asher Enterprises, Inc., dated November 11, 2013 (Incorporated by reference to Quarterly Report on Form 10-Q filed November 19, 2013).
10.21	Convertible Promissory Note issued to Continental Equities, LLC, dated September 20, 2012. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 21, 2012).
10.22	Securities Purchase Agreement with Continental Equities, LLC, dated September 20, 2012. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 21, 2012).
10.23	Registration Rights Agreement with Continental Equities, Inc., dated September 20, 2012. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 21, 2012).
10.24*	Convertible Promissory Note issued to Continental Equities, LLC, dated May 20, 2013
10.25*	Convertible Promissory Note issued to Tide Pool Ventures Corporation, dated December 10, 2013
10.26	Non-exclusive Distributor Agreement with Harco Industries, Inc. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 21, 2012).
10.27	Supplemental Vendor Purchase Agreement with D&H Distributing Co. (Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 21, 2012).
10.28	Amendment to Note with Reign Investment Group, LLC (Incorporated by reference to our Quarterly Report on Form 10-Q filed on May 20, 2013).
14.1	Code of Ethics (Incorporated herein by reference to our Current Report on Form 8-K filed on September 28, 2011).
31.1*	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 formatted in Extensible Business Reporting Language (XBRL).

* Filed herewith

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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.

NYXIO TECHNOLOGIES CORPORATION

Date: April 15, 2014	By:	/s/ Giorgio Johnson
		Giorgio Johnson
		Chief Executive Officer (Principal Executive 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/ Giorgio Johnson	Director, Chief Executive
Giorgio Johnson	Officer, Chief Financial Officer & President (Principal Executive Officer and Principal Financial and Accounting Officer)	April 15, 2014


/s/ David Dabau	Director, Chief Operating Officer	April 15, 2014
David Dabau