Oryon Technologies, Inc. - FORM 10-Q/A

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Oryon Technologies, Inc.	Financial_Report.xls
EX-32.2 - CERTIFICATION - Oryon Technologies, Inc.	ex322.htm
EX-31.1 - CERTIFICATION - Oryon Technologies, Inc.	ex311.htm
EX-32.1 - CERTIFICATION - Oryon Technologies, Inc.	ex321.htm
EX-31.2 - CERTIFICATION - Oryon Technologies, Inc.	ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment 2)

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarter period ended October 31, 2011

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

	For the transition period from February 1 to October 31, 2011

	Commission File number 001-34212

ORYON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

340 Basa Compound, Zapate, Las Pinas City, Metro Manila, Philippines

(Address of principal executive offices)

(702) 973-1583

(Registrant’s telephone number, including area code)

EAGLECREST RESOURCES. INC.

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a small reporting company)	Small reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

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

April 26, 2012: 17,800,000 common shares

RESTATEMENT OF PRIOR FIGURES

The Company has restated its financial statements as of October 31, 2011 in the Form 10-QA, Amendment No. 1, filed on February 23, 2012 with the SEC. The restatement adjustments are for the following: (1) To record a promissory note receivable for funds advanced to Oryon, (2) to record Common Stock to be issued for money received under a share subscription agreement, (3) to record an account payable for legal fees incurred prior to October 31, 2011, that were previously not recorded, and (4) to record the cancellation of 30,000,000 shares of common stock that occurred on October 30, 2011. The amounts and effects of these adjustments are shown, as follows:

Balance Sheet

	Effect of correction			As of October 31, 2011 (Restated)			As previously Stated

Current Assets
Cash				$	-		$	-
Promissory Note Receivable		100,000			100,000			-
Total Current Assets				$	100,000		$	-

Current Liabilities
Accounts payable		25,011		$	25,645		$	634
Advances for related parties					70,400			70,400
Total Current Liabilities		25,011			96,045			71,034

Stockholders’ Equity (Deficiency)
Issued and outstanding: October 31, 2011 - 30,000,000 common shares with par value of $0.006 per share; January 31, 2011 – 60,000,000 common shares with a par value of $0.001 per share.		(30,000	)		30,000			60,000
Additional Paid-in-Capital		30,000			(20,000	)		(50,000	)
Common stock to be issued		100,000			100,000			-
Accumulated deficit during pre-exploration stage period		(25,011	)		(106,045	)		(81,034	)
Total Stockholders’ Equity (Deficiency)		74,989			3,955			(71,034	)

Total Liabilities and Stockholders’ Equity (Deficiency)		100,000		$	100,000		$	-

Statement of Operations

	Effect of correction			Three months Ended Oct. 31, 2011 (Restated)			As previously Stated			Effect of correction			Nine months Ended Oct 31, 2011 (Restated)			As previously Stated			Effect of correction			Inception to Oct. 31, 2011 (Restated)			As previously Stated

Administration
Legal		25,011		$	25,011		$	0			25,011		$	25,011		$	0			25,011		$	39,864		$	14,853

Net loss		(25,011	)	$	(28,243	)	$	(3,232	)		(25,011	)	$	(36,348	)	$	(11,337	)		(25,011	)	$	(106,045	)	$	(81,034	)

The weighted average outstanding shares (basic and diluted) were changed for the three and nine months ended October 31, 2011 from 60,000,000 shares to 59,780,200 shares and 59,673,913 shares respectively outstanding due to the cancellation on October 31, 2011 of 30,000,000 shares held by certain officers and shareholders. This change had no significant effect on loss per share for the three and nine months ended October 31, 2011.

Statement of Cash Flows

	Effect of correction			As of October 31, 2011 (Restated)			As previously Stated			Effect of correction			Inception to Oct. 31, 2011 (Restated)			As previously Stated
Cash Flows from Operating Activities

Net loss		(25,011	)	$	(36,348	)	$	(11,337	)		(25,011	)	$	(106,045	)	$	(81,034	)
Promissory note receivable		(100,000	)	$	(100,000	)	$	-			(100,000	)	$	(100,000	)	$	-
Changes in accounts payable		25,011	)		24,670			(341	)		25,011			25,645			634

Net cash flow used in operating activities		(100,000	)		(111,678	)		(11,678	)		(100,000	)		(175,400	)		(75,400	)

Cash Flows from Financing Activities

Proceeds from common stock to be issued		100,000			100,000			-			100,000			100,000			-

Net Cash Flows Provided by Financing Activities		100,000			111,678			11,678			100,000			180,400			80,400

INDEX

		Page Number
PART 1.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements	6

	Balance Sheet as at October 31, 2011 and January 31, 2011	7

	Statement of Operations For the three months and nine months ended October 31, 2011 and 2010 and from Inception (August 22, 2007) to October 31, 2011	8

	Statement of Cash Flows For the nine months ended October 31, 2011 and 2010 and from Inception (August 22, 2007) to October 31, 2011	9

	Notes to the Financial Statements.	10

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3.	Quantitative and Qualitative Disclosure about Market Risk	19

ITEM 4.	Controls and Procedures	19


PART 11.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	21

ITEM 1A	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

ITEM 3.	Defaults Upon Senior Securities	24

ITEM 4.	Mine Safety Disclosures	24

ITEM 5.	Other Information	24

ITEM 6.	Exhibits	24

	SIGNATURES.	25

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

ORYON HOLDINGS, INC. (Formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
BALANCE SHEETS

	(Restated) October 31			January 31
	2011			2011
	(Unaudited)			(Audited)
ASSETS

Current Assets

Cash	$	-		$	-
Promissory note receivable		100,000			-
Total Current Assets	$	100,000		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities

Accounts payable	$	25,645		$	975
Advances from related parties		70,400			58,722
Total Current Liabilities		96,045			59,697

STOCKHOLDERS' EQUITY (DEFICIENCY)
Common Stock, $0.006 par value, 600,000,000 shares authorized;
Issued and outstanding – October 31, 2011 – 30,000,000 common shares with a par value of $0.006 per share; January 31, 2011 – 60,000,000 common shares with a par value of $0.001 per share.		30,000			60,000
Additional Paid-in Capital		(20,000	)		(50,000	)
Common stock to be issued		100,000			-
Accumulated deficiency during the pre-exploration stage		(106,045	)		(69,697	)

Total Stockholders' Equity (Deficiency)		3,955			(59,697	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	100,000		$	-

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

ORYON HOLDINGS, INC. (Formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
STATEMENT OF OPERATION
For the three and nine months ended October 31, 2011 and 2010 and for the period
from August 22, 2007 (date of inception) to October 31, 2011
(Unaudited)

	(Restated)						(Restated)						(Restated)
	Three Months			Three Months			Nine Months			Nine Months			Aug 22,2007
	ended			Ended			Ended			Ended			(Inception)
	Oct. 31,2011			Oct 31,2010			Oct 31,2011			Oct 31,2010			to Oct 31,2011
REVENUES	$	-		$	-		$	-		$	-		$	-

EXPENSES
Impairment loss on mineral claim		0			0			0			0			5,000
General and administrative		28,243			3,441			36,348			16,682			101,045
Total expenses		28,243			3,441			36,348			16,682			106,045

Net Loss	$	(28,243	)	$	(3,441	)	$	(36,348	)	$	(16,682	)	$	(106,045	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted		59,780,200			60,000,000			59,673,913			60,000,000

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

ORYON HOLDINGS, INC. (Formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the nine months ended October 31, 2011 and 2010 and for the period
from August 22, 2007 (date of inception) to October 31, 2011 (Unaudited)

	(Restated)						(Restated)
	Nine Months			Nine Months			August 22,
	Ended			ended			2007
	October 31,			October 31,			(inception)
	2011			2010			to October 31,2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(36,348	)	$	(16,682	)	$	(106,045	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Impairment loss on mineral claim								5,000
Changes in operating assets and liabilities:
Promissory Note Receivable		(100,000	)		-			(100,000	)
Changes in Accounts Payable		24,670			1,200			25,645
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(111,678	)		(15,482	)		(175,400	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral claim		-			-			(5,000	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES		-			-			(5,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		11,678			15,482			70,400
Proceeds from common stock to be issued		100,000						100,000
Proceeds from issuance of common stock		-			-			10,000
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		111,678			15,482			180,400

NET INCREASE (DECREASE) IN CASH		-			-			-
CASH AT BEGINNING OF PERIOD		-			-			-
CASH AT END OF PERIOD	$	-		$	-		$	-

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

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 1 - ORGANIZATION

The Company, Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) was incorporated under the laws of the State of Nevada on August 22, 2007 with 100,000,000 authorized common shares with a par value of $0.001. On August 6, 2010, the Company amended its Articles of Incorporation to increase its number of authorized shares of common stock to 600,000,000 shares of common stock, par value of $0.006 per share. Refer to Note 10 – Subsequent Events – Amendment to Articles of Incorportion.

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date a mineral claim, with unknown reserves had been acquired. The Company has not established the existence of commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

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

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

Estimated Tax
Period	Estimated NOL		NOL		Benefit		Valuation			Net Tax
Ended	Carry-Forward		Expires		from NOL		Allowance			Benefit
January 31, 2008	$	12,500		2028	$	3,750	$	(3,750	)	$	-
January 31, 2009	$	21,167		2029	$	6,350	$	(6,350	)	$	-
January 31, 2010	$	18,373		2030	$	5,512	$	(5,512	)
January 31, 2011	$	17,657		2031	$	5,297	$	(5,297	)	$	-
October 31, 2011	$	36,348		2032	$	10,904	$	(10,904	)	$	-
	$	106,045			$	31,813	$	(31,813	)	$	-

On October 31, 2011, the Company had a net operating loss available for carry forward of $106,045. The income tax benefit of approximately $31,813 from the net operating loss carry forward has been fully offset by a valuation allowance because the use of the future tax benefit is doubtful since the company has been unable to project a reliable estimated net income for the future. The valuation allowance as of October 31, 2011 was $(31,813) which increased by $(10,904) for the nine month period ended October 31, 2011.

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial and Concentrations Risk

The company has no financial and concentrations risks.

Basic and Diluted Net Income (Loss) Per Share

Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

Revenue Recognition

Revenue will be recognized on the sale and delivery of a product or the completion of a service provided.

Statement of Cash Flows

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

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Impairment of Long-Lived Assets

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

Environmental Requirements

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

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Mineral Property Acquisition and Exploration Costs

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

Estimates and Assumptions

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

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

Recent Accounting Pronouncements

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

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Note 3 - PROMISSORY NOTE RECEIVABLE

On October 4, 2011, Oryon Technologies, LLC (“Oryon”), a Texas limited liability, issued a promissory note to the Company in the amount of $100,000 in connection with the advance by the Company to Oryon of $100,000 (the “Advance”). The funds for said Advance were advanced to the Company under a private offering of 200,000 shares of our common stock at $0.50 per share. These shares were subsequently issued on March 12, 2012.

NOTE 4 – ACQUISITION OF A MINERAL CLAIM

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

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 5 – COMMON STOCK TO BE ISSUED - RESTATED

On October 24, 2011, the Company entered into a financing agreement (the “Financing Agreement”) with Maxum Overseas Fund (“Maxum”), under which Maxum agreed to: (i) purchase $100,000 of common stock of the Company at a price of $0.50 per share; and (ii) either purchase an additional up to $1,900,000 of common stock of the Company at a price of $0.50 per share or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources. Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years. The shares and warrants were subsequently issued on March 12, 2012.

NOTE 6 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

For the nine months ended October 31, 2011, and officer made advances to the Company of $11,678.

Officers-directors have made advances of $70,400, since inception. These advances are non-interest bearing and payable on demand.

NOTE 7 – COMMON STOCK

On August 6, 2010, the Company approved a resolution to forward split the common shares of the Company on the basis of six new shares for one existing common stock held. On October 31, 2011, certain shareholders, including two executive officers, surrendered in aggregate 30,000,000 share of the Company’s common stock for cancellation. As at October 31, 2011, 30,000,000 post split common shares issued and outstanding. The post split common shares are shown as split from the date of inception.

On November 4, 2011, the Board of Directors reduced the par value of the common shares from $0.006 to $0.001 per shares (See Note 10).

NOTE 8 – LETTER OF INTENT

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

At Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock, assuming none of the Series C Notes are converted.

The LOI is binding and effective upon the date the Company makes an advance of $100,000 (the “Advance”) to Oryon pursuant to the terms of a promissory note (the “Note”). On October 24, 2011, Oryon issued the Note to the Company. In the event the Closing does not occur, the principal amount of the Advance together with accrued interest at the rate of five

percent (5%) per annum shall become due and payable upon the earlier of (i) receipt by Oryon of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of Oryon. If the Closing occurs, the Note shall be cancelled.

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 9 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

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

NOTE 10. – SUBSEQUENT EVENTS

Amendment to Articles of Incorporation

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

On March 19, 2012, the Company amended its Articles of Incorporation to authorize 50,000,000 shares of preferred stock, par value $0.001 per share. The Company’s shareholders approved the Restated Articles at a special meeting of shareholders held on March 19, 2012.

Cancellation of Common Stock

On November 17, 2011 and April 19, 2012, additional 1,000,000 and 12,000,000 shares respectively were surrendered for cancellation.

Change of Name

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

Merger Agreement with Oryon

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

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 10. – SUBSEQUENT EVENTS - Continued

Merger Agreement with Oryon - Continued

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

The Merger Agreement contains customary representations, warranties, and conditions to closing, including but not limited to, that the closing of the Merger (the “Closing”) shall occur when Oryon completes an audit of its financial statements as required to be filed by the Company upon the Closing in accordance with U.S. securities laws and when approval by the Oryon Members and Oryon note holders of the Merger and Merger Agreement has been obtained. As at the date of this filing, the merger has not closed.

Issuance of Shares under Subscription Agreements

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

Date	Dollars per Unit		No. of Warrants		Warrant Expiry

October 27, 2011	$	100,000		200,000	October 26, 2016
November 2, 2011		25,000		50,000	November 1, 2016
December 5, 2011		100,000		200,000	December 4, 2016
December 28, 2011		100,000		200,000	December 27, 2016
February 14, 2012		25,000		50,000	February 13, 2017
February 28, 2012		50,000		100,000	February 27, 2017

Additional Subscription Agreements

Between February 14, 2012 and April 23, 2012 Oryon Technologies, LLC (“Oryon”), a Texas limited liability, issued promissory notes to the Company in the amount of $400,000 in connection with the advance by the Company to Oryon of $400,000 (the “Advances”). The funds for said Advances were advanced to the Company under a private offering of 800,000 shares of our common stock at $0.50 per share and 800,000 warrants under which the holder has the right to purchase an addition common share at $0.75 per share. As of the date of this Form 10K the shares and warrants not been issued.

Amendments to Articles of Incorporation or By-laws.

On March 19, 2012, the Company received confirmation of the acceptance by the Nevada Secretary of State of a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”). The Certificate of Amendment amends and restates in their entirety the Company’s Articles of Incorporation, which includes the authorization of 50,000,000 shares of preferred stock, par value $0.001 per share. At a meeting of shareholders held on March 19, 2012, the Certificate of Amendment was approved.

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 11 – RESTATEMENT FOR CORRECTION OF ERRORS

Balance Sheet

	Effect of correction			As of October 31, 2011 (Restated)			As previously Stated

Current Assets
Cash				$	-		$	-
Promissory Note Receivable		100,000			100,000			-
Total Current Assets				$	100,000		$	-

Current Liabilities
Accounts payable		25,011		$	25,645		$	634
Advances for related parties					70,400			70,400
Total Current Liabilities		25,011			96,045			71,034

Stockholders’ Equity (Deficiency)
Issued and outstanding: October 31, 2011 - 30,000,000 common shares with par value of $0.006 per share; January 31, 2011 – 60,000,000 common shares with a par value of $0.001 per share.		(30,000	)		30,000			60,000
Additional Paid-in-Capital		30,000			(20,000	)		(50,000	)
Common stock to be issued		100,000			100,000			-
Accumulated deficit during pre-exploration stage period		(25,011	)		(106,045	)		(81,034	)
Total Stockholders’ Equity (Deficiency)		74,989			3,955			(71,034	)

Total Liabilities and Stockholders’ Equity (Deficiency)		100,000		$	100,000		$	-

ORYON HOLDINGS, INC.

(Formerly Eaglecrest Resources, Inc.)

(Pre-Exploration Stage Company)

Notes to the Financial Statements

October 31, 2011

(Unaudited)

NOTE 11 – RESTATEMENT FOR CORRECTION OF ERRORS - Continued

Statement of Operations

	Effect of correction			Three months Ended Oct. 31, 2011 (Restated)			As previously Stated			Effect of correction			Nine months Ended Oct 31,2011 (Restated)			As previously Stated			Effect of correction			Inception to Oct. 31, 2011 (Restated)			As previously Stated

Administration
Legal		25,011		$	25,011		$	0			25,011		$	25,011		$	0			25,011		$	39,864		$	14,853

Net loss		(25,011	)	$	(28,234	)	$	(3,232	)		(25,011	)	$	(36,348	)	$	(11,337	)		(25,011	)	$	(106,045	)	$	(81,034	)

Statement of Cash Flows

	Effect of correction			As of October 31, 2011 (Restated)			As previously Stated			Effect of correction			Inception to Oct. 31, 2011 (Restated)			As previously Stated
Cash Flows from Operating Activities

Net loss		(25,011	)	$	(36,348	)	$	(11,337	)		(25,011	)	$	(106,045	)	$	(81,034	)
Promissory note receivable		(100,000	)	$	(100,000	)	$	-			(100,000	)	$	(100,000	)	$	-
Changes in accounts payable		25,011	)		24,670			(341	)		25,011			25,645			634

Net cash flow used in operating activities		(100,000	)		(111,678	)		(11,678	)		(100,000	)		(175,400	)		(75,400	)

Cash Flows from Financing Activities

Proceeds from common stock to be issued		100,000			100,000			-			100,000			100,000			-

Net Cash Flows Provided by Financing Activities		100,000			111,678			11,678			100,000			180,400			80,400

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

Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) (“we,” “us”, “our” or similar terms) was organized under the laws of the State of Nevada on August 22, 2007 to explore mineral properties. Our principal executive offices are located at 340 Basa Compound, Zapate, Las Pinas City, Metro Manila, Philippines. Our telephone number is (702) 973-1583.

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

FULL FISCAL YEARS

Liquidity

We do not know of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

We do not have any material unused sources of liquid assets. We currently cannot satisfy our cash requirements for the next three (3) months.

We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

To the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or available on acceptable terms.

Capital Resources

We do not currently have any material commitments for capital expenditures as of the end of the current period. We are also not aware of any material trends, favourable or unfavourable, in our capital resources nor do we expect any material changes in the mix and relative cost of such resources.

Results of Operations

We currently have no revenue from operations. We are in a start-up phase Company since we have no significant assets, tangible or intangible. There can be no assurance that we will generate revenues in the future, or that we will be able to operate profitably in the future, if at all. We have incurred net losses since inception of our operations in August 2007.

We have not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We anticipate that we will incur $20,000 for operating expenses over the next twelve (12) month period, including professional legal and accounting expenses associated with compliance with our continuing periodic reporting requirements.

We are not aware of any unusual or infrequent events or transactions or any significant economic changes that materially affected or could materially affect the amount of our reported income from continuing operations. We are also not aware of any trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on our net sales or revenues or income from continuing operations.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

INTERIM PERIODS

Material Changes in Financial Condition and Results of Operations

At October 31, 2011, we had working capital of $3,955 compared to working deficit of $59,697 at January 31, 2011. At October 31, 2011our total assets were $100,000 and January 31, 2011 our total assets were $NIL.

At October 31, 2011, our total current liabilities increased to $96,045 as compared with $59,697 at January 31, 2011 as a result of an increase in amounts advanced by related parties of $11,678.

We have had NIL revenue from inception.

We incurred a loss of $28,243 for the three months ended October 31, 2011. From inception to October 31, 2011, we have incurred losses of $106,045. The principal components of losses since inception were professional fees of $50,951, legal fees of $39,864, general and administrative fees $10,230, and an impairment loss related to the purchase of the Tabuk Gold Property for $5,000.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

The information is not applicable at this time.

ITEM 4. CONTROLS AND PROCEDURES

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

Internal controls are a mechanism to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer, being Crystal Coranes, and Chief Financial Officer, being Rizalyn Cabrillas. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

Internal controls are mechanisms that are there to help the Company manage risks to success.

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of October 31, 2011 (the “Evaluation Date”), Crystal Coranes and Rizalyn Cabrillas assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the three months ended October 31, 2011, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.

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

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

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

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

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

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

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

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

There were no changes in Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

PART 11 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which Oryon Holdings, Inc. or is a party or to which the Tabuk Gold Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A RISK FACTORS

An investment in our securities involves a high degree of risk. In evaluating our business and its future expectations, one should consider carefully the risk factors noted below. Any of the following risk factors, if they occur, could seriously harm our business and its operations. There may be risk factors we do not know exist at this time and therefore they are not included in the risk factors listed below. Even if they are deemed immaterial at the present time, they could develop whereby they will adversely affect our business. Our shares are speculative by nature and therefore the risk of purchasing our share is high. One should consider whether they can assume a loss of their entire investment.

Risks Related to Our Company and the Tabuk Gold Claim

Since inception we have not made any revenue and have incurred operating losses.

Since the date of our inception, being August 22, 2007, to October 31, 2011 we have not made any revenue and have incurred losses of $106,045. It is extremely doubtful we will realize any revenue over the next few years and, in fact, we might never realize any revenue.

Having been incorporated since 2007 we have no operating history which will assist an investor in making a decision whether or not to purchase our shares.

Having been incorporated for several years, we do not have any operation history whereby an individual can make a business decision whether or not our Company will be successful in the future. Being a start-up company, we have not proven that we can operate a business successfully. There is no guarantee we will be able to explore and eventually develop the Tabuk. Only if we are successful in raising capital, exploring the Tabuk to a stage that a production decision is made or locating other business opportunities will we be considered to have an operating history. This will take some time and may never happen.

The chance of us ever finding a commercial viable ore deposit on the Tabuk is extremely remote.

Very few mineral properties when explored ever turn into a producing mine. No matter how much money and time is spent on exploring the Tabuk, there is the possibility that we will never identify an ore deposit of commercial value. This would result in us having to abandon the Tabuk and if we have the funds available, which we might not at that time, seek another mineral property of merit. If we do not have the money or are unable to identify a property of merit we might have to cease operations as a going concern which would result in all our shareholders losing their investment in our Company.

We are a small company without much capital which will limit our exploration activities which might result in our shareholders losing their entire investment in our Company.

Being a small company and having only raised to date $10,000 from the sale of our shares not including the $100,000 shares being subscribed for, we do not have the money necessary to do the exploration. If we do not explore the Tabuk we will never know if there is an ore reserve present and money will not be available from the investment community since we have no proven ore reserves.

In exploring the Tabuk we will require workers and consultants which may not be available to us when we need them.

There are numerous mining companies seeking qualified staff to work their mineral claims. A majority of these companies are better financed and have properties which have merit for future exploration. We will have to compete with them for qualified workers and consultants. Having little money available, we will be at a disadvantage which might result in our delaying our exploration activities or else terminating them all together.

If we receive positive results on the Tabuk we still might not be able to put the Tabuk into production.

During our exploration program of the Tabuk, we might be successful in finding positive results in mineralization which might lead to a certain amount of tonnage of ore. The ounces per ton might not be sufficient to warrant production and also the tonnage identified might not be sufficient to cover our cost of extracting the minerals from the ground. This being the case, we would have a property which could never be put into production and eventually we would have to cease operations.

Even though prices of many minerals are relatively high current there is no guarantee that this trend will persist into the future.

With high mineral prices at this time in the exploration and mining sectors of the industry are proceeding at a good rate. If a drop in metal prices occurs then properties like the Tabuk might not be able to attract the funds needed to carry on exploration. We have not yet been success in attracting funds for future exploration and in the future if metal price decrease we might not be able to attract any funds. Without funds we would have to abandon our exploration activities which might result in our Company no longer being a going concern.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability, for which we have no insurance to cover any costs, or damages as we conduct our business.

The search for valuable minerals on the Tabuk involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time, we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program on the Tabuk.

We must obtain additional funding or our business will fail.

Presently we do not have sufficient funds on hand to complete program or pay our estimated liabilities over the next twelve months. We have not investigated any avenues of obtaining additional funding at this time. Eventually we will have to consider issuing more shares to raise working capital, having our directors and officers advance to us to allow us to meet our current and future obligations as they come due or seek some form of bank financing personally guaranteed by our directors and officers. If we are unsuccessful in obtaining funds we will have to cease to operate.

Our directors and officers are not residents of the United States and hence it might prove difficult to enforce any liabilities against them.

In the event that our two directors, who are not residents of the United States, Crystal Coranes or Rizalyn Cabrillas commit any action which our shareholders feel are unethical or not legal, our shareholders would likely have difficulty in enforcing any legal action because the officers and directors reside outside of the United States; living in Philippines. In addition, our limited assets are situated outside the United States and hence would be hard to attach in a law suit. Normally, in a law suit, personal service in the form of a summons or compliant, would have to be delivered to the officers and directors. If the shareholders are successful in personal service and receive a favorable judgment against the directors and officers it will be difficult to collect on it since time would have to be spent searching for personal assets in Fiji which might never be found. Therefore, a shareholder’s or shareholders’ ability to effect service of process and eventually to enforce a judgment obtained in US courts against our directors, officers or our Company might be extremely difficult. Even if a successful judgment in a Philippines Court is obtained, it still might be difficult to enforce and eventually collect on it. Eventually the shareholders might end up with a “hallow” judgment whereby nothing of substance if obtained.

Risks Related To Our Stock

Our share price is subject to the “Penny Stock Rule” which will result in any broker-dealer involved with our shares having to increase their administrative responsibility which will have a negative effect on both our ability to raise money and a shareholder’s ability to purchase or sell his shares in the market.

Our shares are quoted on the pink sheets and are subject to the “penny stock” rules because our shares meet one or more of the definitions in SEC Rule 3a51-1:

a.		the shares have a price less than $5.00;
b.		the company’s assets are less than $2,000,000, if in business more that three years continuously, or $5,000,000, if the business is less than three years continuously, or the average revenues of less than $6,000,000 for the past three years.

When dealing with a penny stock transaction, the broker-dealer will have to perform certain administrative functions. Each potential investor will receive disclosure forms from the broker-dealer as well as written permission from him consenting to the broker-deal purchasing the shares on his behalf. The broker-dealer will also have to provide a current bid and offer quotation as well as a statement of what compensation the broker-dealer and the salesperson will receive from the transaction. Each month the investor will be provided with a monthly statement showing the closing month price of the shares which the investor purchased.

With the additional administrative work required of the broker-dealer he might be reluctant to transact business in our shares. If this is the case, it would be difficult for us to attract new investors in the event we wished to raise future capital. This is especially applicable if we wish to raise funds from financial institutes since many of them are restricted under their by-laws from investing in shares below a certain dollar amount.

If we have to undertake a private placement or sell shares through a public offering, it will have the effect of diluting the present ownership of our shareholders.

To remain as a going concern in the future we might have to undertake a private placement or public offering of our shares from Treasury to finance our exploration program on the Tabuk or to supply us with working capital. Any issuance of shares from Treasury will dilute the existing shareholders percentage holdings in our Company. If we require substantial money we will cause a significant dilution to the present holding of our shareholders.

On the other hand, if we have to borrow large sums of money by way of debt obligations we will incur interest and capital repayments which will not dilute our shareholders’ present positions but will cause us a financial hardship. At the present time we doubt whether we could borrow money without the personal guarantees of our two directors. They may not be prepared to personally guarantee any loans when the time comes.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares outstanding. This might be very unattractive to future investors thereby limiting our ability of raising capital when needed.

We have never paid a dividend since inception and presently do not anticipate any dividends in the near future.

Since we have never paid a cash dividend since inception. We do not anticipate doing so for a number of years and any investor who is seeking future income should not purchase our shares. We intend to retain any and all income in our Company and will be using it for the development of bottling, if warranted, and for working capital. No one should be seeking a cash flow from their investment in our shares and if shares are purchased they must realize they might have to hold their shares indefinitely without any return.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable

ITEM 5. OTHER INFORMATION

Effective August 6, 2010, the Company amended its Articles of Incorporation to increase its number of authorized shares of common stock in connection with a stock split. Subsequent to the stock split, the authorized capital stock of the Company consists of 600,000,000 shares of common stock, par value $0.006 per share.

ITEM 6. EXHIBITS

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

Exhibit No.		Description
3.1(a)		Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008, Registration No. 333-151269).
3.1(b)		Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2010).
3.1(c)		Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 28, 2011).
3.1(d)		Amendment to Articles of Incorporation. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on December 21, 2011).
3.2		By-laws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008, Registration No. 333-151269).
10.1		Letter of Intent by and between the Registrant and OryonTechnologies, LLC, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.2		Promissory Note by and between the Registrant and OryonTechnologies, LLC, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.3		Financing Agreement by and between the Registrant and Maxum Overseas Fund, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase**
101.DEF		XBRL Taxonomy Extension Definition Linkbase**
101.LAB		XBRL Taxonomy Extension Label Linkbase**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase**

___________

* Filed herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

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

	ORYON HOLDINGS, INC.
	(Registrant)

Date: May 1, 2012	CRYSTAL CORANES
	Chief Executive Officer and Director

Date: May 1, 2012	RIZALYN CABRILLAS
	Chief Financial Officer, Chief Accounting Officer, Secretary and Director

Attached files

Oryon Technologies, Inc. Reports

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