10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2012
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-137160

NYXIO TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

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

2156 NE Broadway, Portland, Oregon 97232

(Address of principal executive offices)

855-436-6996

(Registrant’s telephone number)

___________________________

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 48,091,340 as of May 16, 2012.

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4:	Controls and Procedures	11
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	12
Item 1A:	Risk Factors	12
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3:	Defaults Upon Senior Securities	12
Item 4:	Mine Safety Disclosures	12
Item 5:	Other Information	12
Item 6:	Exhibits	12

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheet as of March 31, 2012 and December 31, 2011 (unaudited);
F-2	Statements of Operations for the three months ended March 31, 2012 and 2011 and period from July 8, 2010 (Inception) to March 31, 2012 (unaudited);
F-3	Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and period from July 8, 2010 (Inception) to March 31, 2012 (unaudited);
F-4	Notes to Financial Statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2012 are not necessarily indicative of the results that can be expected for the full year.

3

Nyxio Technologies Corporation 

(a Development Stage Company)

 Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2012			2011
Assets	(unaudited)
Current assets:
Cash	$	7,281		$	1,341
Accounts receivable		2,547			386
Inventory		154,572			154,456
Prepaid expenses		24,372			19,236
Due from related party		23,170			22,838
Total current assets		211,942			198,257
Fixed assets:
Net of accumulated depreciation of $10,833 and $7,882, respectively		34,973			37,924
Other assets:
Deposits		4,836			4,175
Total other assets		4,836			4,175
Total assets	$	251,751		$	240,356
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	169,522		$	172,473
Accrued interest		45,779			34,912
Notes payable – related party		31,552			11,012
Convertible notes payable		494,125			294,125
Total current liabilities		740,978			512,522
Shareholders’ (deficit)
Common stock; $0.001 par value; 121,212,122 shares authorized;
37,500,000 and 100 shares authorized and issued at March 31, 2012
And December 31, 2011, respectively		37,500			37,500
Common shares sold and unissued, 5,405,000 and 3,655,000 at
March 31, 2012 and December 31, 2011, respectively		5,405			3,655
Additional paid in capital		4,955.805			4,782,555
(Deficit) accumulated during the development stage		(5,487,937	)		(5,095,876	)
Total shareholders’ (deficit)		(489,227	)		(272,166	)
Total liabilities and shareholders’ (deficit)	$	251,751		$	240,356

The accompanying note are an integral part of these condensed consolidated financial statements

F-1

Nyxio Technologies Corporation

(a Development Stage Company)

Condensed Consolidated Statements of Operations

	The Three Months Ended March 31,						July 8, 2010 (inception) to March 31,
	2012			2011			2012
Revenue	$	4,598		$	2,833		$	25,986
Cost of goods sold		3,071			1,895			17,392
Gross profit		1,527			938			8,594
Expenses:
Consulting services		30,188			200			4,192,616
Depreciation		2,951			1,558			10,833
General and administrative		15,058			13,467			147,031
Professional fees		108,884			75			300,370
Promotional and marketing		31,060			—			141,736
Research and development		20			—			25,143
Rent expense		24,457			11,694			90,529
Salaries and wages		138,403			—			355,746
Travel and entertainment		32,884			3,815			210,681
Total operating expenses		383,905			30,809			5,474,685
Net loss from operations		(382,378	)		(29,871	)		(5,466,091	)
Other income (expense):
Interest expense		(11,579	)		(4,480	)		(23,742	)
Other income		1,896			—			1,896
Total other income (expense)		(9,683	)		(4,480	)		(21,846	)
Net loss	$	(392,061	)	$	(34,351	)	$	(5,487,937	)
Basic and fully diluted loss per common share	$	(0.01	)	$	(0.00	)
Basic and fully diluted – weighted average
Common shares outstanding		37,500,000			25,404,016

The accompanying note are an integral part of these condensed consolidated financial statements

F-2

Nyxio Technologies Corporation

(a Development Stage Company)

Condensed Consolidated Statements of Cash Flows

	The Three Months Ended March 31,						July 8, 2010 (inception) to March 31,
	2012			2011			2012
Cash flows from operating activities:
Net (loss)	$	(392,061	)	$	(34,351	)	$	(5,487,937	)
Adjustments to reconcile net loss to cash used
In operating activities:
Depreciation		2,951			1,558			10,833
Non-cash services provided by related party		—			6,225			38,875
Warrants issued – related party		—			—			3,967,500
Decrease (increase) in assets:
Accounts receivable		(2,161	)		2,002			(2,547	)
Inventory		(116	)		(1,615	)		(146,685	)
Prepaid expenses		(5,136	)		—			(23,630	)
Other assets		(661	)		—			(1,871	)
Increase (decrease) in liabilities:
Accounts payable		(2,951	)		5,575			167,871
Accrued interest		10,867			4,480			42,850
Accrued interest – related party		540			—			795
Net cash (used) provided by operating activities		(388,728	)		(16,126	)		(1,433,946	)
Cash flows from investing activities:
Payment (issuance) of note receivable - related		(332	)		—			(7,607	)
Purchase of property and equipment		—			—			(32,944	)
Net cash (used) provided by investing activities		(322	)		—			(40,551	)
Cash flows from financing activities:
Cash contributed by related party		—			—			5,984
Cash acquired in merger		—			—			45
Proceeds from notes payable		200,000			13,500			283,991
Payments on notes payable		—			—			(1,500	)
Proceeds from notes payable – related party		20,000			—			30,758
Proceeds from the sale of common stock		175,000			—			1,162,500
Net cash provided by financing activities		395,000			13,500			1,481,778
Net increase (decrease) in cash		5,940			(2,626	)		7,281
Cash, beginning of period		1,341			2,626			—
Cash, end of period		7,281			—			7,281
Supplemental disclosure cash flow information:
Cash paid for income taxes	$	—		$	—		$	—
Cash paid for interest	$	—		$	—		$	167
Supplemental non-cash disclosures:
Warrants issued in acquisition – related party	$	—		$	—		$	3,967,500

The accompanying notes are an integral part of these condensed consolidated financial statements

F-3

Nyxio Technologies Corporation

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

NOTE 1 – Significant Accounting Policies and Procedures

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2012, and the results of its operations and cash flows for the three months and three months ended March 31, 2012 and 2011. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (“the Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to ensure the information presented is not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 21, 2011 filed with the Commission on April 16, 2012.

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

Principles of Consolidation

The financial statements as of March 31, 2012 and for the three-months then ended include Nyxio Technologies Corporation (“NTC”) and its wholly owned subsidiary, Nyxio Technologies, Inc. (“NTI”). All significant inter-company transactions and balances have been eliminated. NTC and its subsidiary are collectively referred to herein as the “Company”. 

Basis of presentation

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

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2012 and December 31, 2011, the Company had no cash equivalents.

Accounts receivable

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

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

Inventory

Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. As of March 31, 2012 and December 31, 2011, finished goods inventory was $154,572 and $154,456, respectively.

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

F-4

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there were no impairments needed as of March 31, 2012 or 2011. Depreciation expense for the three months ended March 31, 2012, and 2011 and for the period from July 8, 2010 (inception) to March 31, 2012, was $2,951, 1,558 and $10,883, respectively.

Revenue recognition

The Company recognizes revenue in accordance with ASC subtopic 605-10 (formerly SEC Staff Accounting Bulletin No. 104 and 13A, “Revenue Recognition”) net of expected cancellations and allowances. As of March 31, 2012 and 2011, the Company evaluated evidence of cancellation in order to make a reliable estimate and determined there were no material cancellations during the years and therefore no allowances has been made.

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

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

Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise or conversion of stock options, warrants, and debt to purchase common shares, would have an anti-dilutive effect. At March 31, 2012 and 2011 the Company had 37,500,000 and zero 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.

F-5

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. See Note 8 for further details.

Fair Value of Financial Instruments

The Company has financial instruments whereby the fair value of the financial instruments could be different from that recorded on a historical basis in the accompanying balance sheets. The Company's financial instruments consist of cash, receivables, accounts payable, accrued liabilities, and notes payable. The carrying amounts of the Company's financial instruments approximate their fair values as of March 31, 2012 and 2011 due to their short-term nature. See Note 9 for further details.

Long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. For the three-months ended March 31, 2011, and the year ended December 31, 2011, 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 $16,100 for the year ended December 31, 2011, and $5,707 for the period from July 8, 2010 (inception) to December 31, 2010.

Research and development

Research and development costs are expensed as incurred. During the three-months ended March 31, 2012 and 2011and for the period from July 8, 2010 (inception) to March 31, 2012, research and development costs were $20, $0 and $25,143, respectively.

Concentration of Business and Credit Risk

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

Financial instruments which potentially subject the Company to concentrations of business risk consist principally of availability of suppliers. As of March 31, 2012, 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.

F-6

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

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

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

For the three-months ended March 31, 2012 and 2011, and the period from July 8, 2010 (inception) to March 31, 2012, the Company recorded share-based compensation of $0 in the three month periods and, $3,967,500 related to warrants granted in connection with its July 5, 2011 merger to its CEO of $3,967,500 in the period from inception.

Recent accounting pronouncements

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

International Financial Reporting Standards:

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

Year-end

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

NOTE 2 - Going concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations and since its inception (July 8, 2010) through March 31, 2012 the Company had accumulated losses of $5,487,937 and a working capital deficit of $529,036. 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.

F-7

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

NOTE 3 - Accounts receivable

Accounts receivable consist of the following:

	March 31,		December 31,
	2012		2011
Trade accounts receivable	$	2,547	$	386
Due from related party		23,170		22,838
Less: Allowance for doubtful accounts		—		—
	$	25,717	$	23,224

As of March 31, 2012 and December 31, 2011, 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,
	2011		2011
Furniture and fixtures	$	11,612	$	11,612
Software		11,945		11,945
Computers and equipment		22,249		22,249
Less: accumulated depreciation		10,833		7,882
	$	34,973	$	37,924

Depreciation for the three-months ended March 31, 2012 and 2011 and for the period from July 8, 2010 (inception) to March 31, 2012 was $2,951, $1,558 and $10,833, respectively.

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

F-8

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

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

As of March 31, 2012 and December 31, 2011, the amounts due from the officer totaled $23,170 and $22,838, respectively.

Merger warrants

In connection with the Company July 5, 2011 merger activities, the Company issued a warrant to purchase up to 37,500,000 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 fair value of the warrants totaled $3,967,500 which has been recorded as a consulting expense as of December 31, 2011.

Employment/Consulting commitments

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

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

Note payable to a related party

During the year ended December 31, 2011, the Company’s chief financial officer paid certain liabilities totaling $10,578 on behalf of the Company. In October 2011, the Company issued a promissory note for the value of the payment which bears interest at a rate of 8% per annum and matures on June 30, 2012. On January 12, 2012, this same officer provided an additional $20,000 under the same terms, to the Company for operating expenses. As of March 31, 2012 the principal balance of these notes was $30,578 and accrued interest totaled $794.

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 contributed 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 March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $201,148 and $195,232, respectively.

F-9

Coach Capital LLC

On June 30, 2011, we issued a promissory note in the amount of $111,000 to Coach Capital, LLC. The note is unsecured, due on demand and bears interest at a rate of 10% per annum. In the event of default, the interest rate will immediately escalate to 30% per annum. As of March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $119,739 and $116,669, respectively.

ICG USA, LLC

On February 16, 2012, the Company entered into a Securities Purchase Agreement with 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 matures on February 16, 2013. The note is convertible into shares of our common stock beginning six months after the date of issuance at the discretion of the holder. As of March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $202,005 and $0, respectively.

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 June 30, 2013. Pursuant to the terms of the agreement, the new monthly lease amount is $4,175, an increase of $1.210 from the previous lease amount of $2,965. In addition, the Company has paid a security deposit in the amount of $4,175 and is obligated to pay monthly lease payments of $4,175.

At March 31, 2012 and 2011, the Company has recorded rent expense of $24,457 and $3,185, respectively. Future minimum lease payments are as follows:

2012	$	37,575
2013		20,050
Total	$	57,625

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:

	2012	2011
U.S. Statutory rate	34%	34%
Valuation allowance	(34)%	(34)%
Effective tax rate	-	-

The net change in the valuation for the three months ended March 31, 2012 was an increase in valuation of $133,300.

The Company has a net operating loss carryover of approximately $1,520,437 available to offset future income for income tax reporting purposes, which will expire in various years through 2031, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.

We had no material unrecognized income tax assets or liabilities as of March 31, 2012. Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three-months ended March 31, 2012 and 2011, there were no income tax, or related interest and penalty items in the income statement, or as a liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are subject to U.S. federal or state income tax examination by tax authorities for years beginning at our inception of July 8, 2010 through current. We are not currently involved in any income tax examinations.

F-10

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 March 31, 2012 and December 31, 2011:

	Level I		Level II			Level III		Fair Value
March 31, 2012
Cash	$	7,281	$	—		$	—	$	7,281
Trade receivables		—		2,547					2,547
Inventory		—		154,456			—		154,456
Prepaid and deposits		—		29,208			—		29,208
Note receivable – related		—		23,170			—		23,170
Accounts payable		—		(169,522	)		—		(169,522	)
Accrued expenses		—		(45,779	)		—		(45,779	)
Notes payable		—		(525,677	)		—		(525,677	)
	$	7,281	$	(531,597	)	$	—	$	(31524,316	)
December 31, 2011
Cash	$	1,341	$	—		$	—	$	1,341
Trade receivables		—		386					520
Inventory		—		154,456			—		154,456
Prepaid and deposits		—		23,411			—		23,411
Note receivable – related		—		22,838			—		22,838
Accounts payable		—		(172,473	)		—		(172,473	)
Accrued expenses		—		(34,912	)		—		(34,912	)
Notes payable		—		(305,137	)		—		(305,137	)
	$	1,341	$	(311,431	)	$	—	$	(310,090	)

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NOTE 10 – Shareholders’ equity

Recapitalization

Effective June 14, 2011, the Company effectuated a 1-for-1.65 reverse stock split together with a corresponding reduction from 200,000,000 to 121,212,122 in the number of authorized shares of the common stock, with a par value of $0.001.

Effective November 2, 2009, the Company amended its articles of incorporation to increase its authorized capital to 200,000,000 shares of common stock.

On August 10, 2009, the Company reverse split its issued common shares on the basis of one new share for one hundred old shares, and reduced its authorized capital from 600,000,000 to 6,000,000 shares of common stock.

On January 16, 2009, the Company forward split its issued common shares on the basis of two and one half new shares for one old share.

On January 4, 2008, the Company forward split its issued common shares on the basis of four new shares for one old share. The Company increased its authorized share capital from 150 million to 600 million shares.

The number of shares referred to in these financial statements has been restated to give retroactive effect on all stock splits.

Preferred stock

On March 22, 2012, after receiving approval of a majority of our outstanding common stock, the Company amended its Articles of Incorporation to designate 1,500 shares of blank check preferred stock, and on March 26, 2012, filed a Certificate of Designations of Preferences, Rights and Limitations to authorize the issuance of shares of Series A Preferred Stock.

Socius CG II Ltd.

On February 21, 2012, the Company entered into a Securities Purchase Agreement with Socius CG II, Ltd. Pursuant to the terms and subject to the conditions of this agreement, the Company, at its sole discretion, has the ability to demand that Socius purchase up to a total of $5 million of redeemable Series “A” Preferred Stock for a period of two years from the date of closing. As of March 31, 2012, no Series A Preferred Stock has been issued.

Common stock issuances

On January 12, 2009, the Company issued 225,000 shares of its common stock to Trussnet Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of LED Power Group, Inc. pursuant to a merger agreement and underlying assignment agreement. Under the terms of the agreements, the Company has acquired the license to exclusive rights of certain intellectual property in relation to the production of LED products. The shares were valued at fair market on the day of the agreements, being $0.92 per share. Effective August 23, 2010, 225,000 shares that had been issued to Trussnet in connection to the license agreement returned to treasury and cancelled.

On September 24, 2009, the Company issued 1,000,000 shares of common stock in exchange for cash proceeds of $10,000 or $0.01 per share.

On December 10, 2009, the Company issued an additional 23,904,015 shares of common stock pursuant to conversion of $227,515 in demand notes payable and $11,525 in accrued interest.

On April 1, 2011, the Company issued 452,312 shares of common stock pursuant to the conversion of $19,000 in advances, $188,374 in demand notes payable and $16,520 in accrued interest. The Company erroneously issued 29,588 shares of common stock in excess of the 452,312 shares of common stock in relation to the conversion of the debt. These shares were returned to treasury and cancelled on August 5, 2011.

During the year ended December 31, 2011, the Company sold 1,975,000 shares of its common stock for cash proceeds totaling $987,500. As of March 31, 2012, the shares are unissued.

During the three-months ended March 31, 2012, the Company sold 1,750,000 shares of its common stock for cash proceeds totaling $175,000. As of March 31, 2012, the shares are unissued.

F-12

NOTE 11 - Subsequent events

On April 21, 2012, Chamisa Technology, LLC assigned $81,595 of our note payable to an individual. Concurrently, the Company entered into an Amendment No. 1 to the Note whereby $56,595 of the principal amount of the Note has been cancelled and forgiven. The remainder of the Note is now due on or before January 15, 2013 and is convertible to shares of our common stock at a conversion price of $0.001 per share, subject to certain exercise limitations. On April 20, 2012 we authorized the issuance of 5,936,340 shares of our common stock for the partial conversion of principal debt in the amount of $81,595.

On May 7, 2012, we issued a Promissory Note to JMJ Financial 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.

In accordance with ASC 855, management evaluated all activity of the Company through the date of filing, (the issue date of the financial statements) and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

F-13

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

Forward-Looking Statements

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

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

Company Overview

Through our wholly-owned subsidiary, Nyxio Technologies Inc., an Oregon corporation (“Nyxio”), we develop and provide technology for theentertainment 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.

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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 built on an Android OS 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.

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

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

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

·CE Pro

·Smarthouse

·GQ

·Electronic House

·First Glimpse

·Connected World

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

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

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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 a second version has already been released. 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, UTube and email marketing. By maximizing our exposure through these various social media sites, we strive to effectively brand ourselves to millions of potential customers on a continual basis.

Achievements to Date

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

Key Objectives

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

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

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

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

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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

Results of operations for the three months ended March 31, 2012 and 2011, and for the period from July 8, 2010 (date of inception) through March 31, 2012.

The discussion that follows is derived from our unaudited interim balance sheets and the unaudited statements of operations and cash flows for the three months ended March 31, 2012 and 2011 and for the period from inception (July 8, 2010) to March 31, 2012.

Revenues, net

Prior to July 2011, we were a private development stage company with minimal operating revenues and limited access to the capital required for the execution of our business plan. Our operating revenues during the quarter ended March 31, 2011 were $2,833 compared to $4,598 during the quarter ended March 31, 2012 representing an increase of 62%. Our inception to date revenues totaled $25,986.

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

Cost of Sales

Our cost of sales for the quarter ended March 31, 2012 was $3,071, compared to $1,895 for the quarter ended March 31, 2011. Cost of sales includes finished goods, assembly services, and cost to deliver our product. Cost of sales has remained consistent with the previous year comparable period. As we are able to increase our revenues, we expect our cost variables to decrease due to volume discounts.

Gross Profit

During the quarter ended March 31, 2012 our gross profit was $1,527 or approximately 33%. By comparison, our gross profit for the quarter ended March 31, 2011 was $938. 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. 

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Expenses

During the quarter ended March 31, 2012 we incurred $383,905 of operating expenses, compared to $28,971 for the quarter ended March 31, 2011. This increase in operating expenses for the first quarter of 2012 is a direct result of the further implementation of our business plan and our regulatory compliance resulting from our July 2011 merger activities.

Our highest operating expense is salaries, commissions and benefits which totaled $138,403 for the quarter ended March 31, 2012. We expect to incur increasing costs in salaries, commissions and benefits as we hire additional staff required for full operations. During the first quarter of 2012 we relied heavily on our senior management to develop and market our products.

During the quarter ended March 31, 2012 we incurred $108,884 (March 31, 2011 - $75) in professional fees which primarily consist of legal and accounting fees related to our regulatory compliance. We do expect professional fees to remain stable for the remainder of 2012.

During the quarter ended March 31, 2012 we incurred $32,884 (March 31, 2011 - $3,815) in travel including flights, accommodations, meals and automobile. This expense is expected to increase as we continue our product marketing.

During the quarter ended March 31, 2012 we incurred $31,060 (March 31, 2011 - $0) in promotions and advertising. These costs includes demonstration products, advertising, shipping samples to retailers and distributors, and promotion allowances for distributors and tradeshows which includes booth costs, and various other tradeshow costs. We expect this expense to increase over the next twelve months.

During the quarter ended March 31, 2012 we incurred $30,188 (March 31, 2011 - $200) of consulting fees. This expense is expected to increase as we take on business consultants in the future.

Net Loss

During the quarter ended March 31, 2012 we incurred a net loss of $392,061 (March 31, 2011 - $34,351). This increase in net loss for the first quarter of 2012 is due to development of our products, regulatory compliance and the initial execution of our business plan and the accompanying change in the operations of our business.

Since July 8, 2010, the inception date of Nyxio, through March 31, 2012, we have generated revenue of $25,986 and have incurred a net loss of $5,487,937. Our greatest challenges which have prohibited us from executing our business plan are as follows:

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

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

Our operations to date have consisted primarily of the following:

· Enhancing product features and esthetics

· 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 a 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, and at our proprietary web-site.

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

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Liquidity and Capital Resources

As of March 31, 2012, we had cash and equivalents on hand of $7,281, and a working capital deficit of $529,036. 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 and entered into a Securities Purchase Agreement with ICG USA, LLC as discussed below. While we hope to see a significant increase in revenue towards the latter part of the second quarter of 2012, we will continue to rely on funds obtained through the issuance of debt and equity securities throughout 2012. We may enter into further debt and equity agreements to fund operations and inventory requirements if management feels it is required, and we expect to see sharp increases in revenues to fund future operating expenses. We anticipate our additional cash requirements to fund Cost of Goods Sold and operations to be roughly $1.729 million dollars, at which point revenues from sales should be enough to fund inventory and operational expenses. Our operations to date have been primarily funded through the issuance of debt and equity securities.

Specifically, on June 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. During the year ended December 31, 2011, we sold 1,555,000 shares of our common stock to certain accredited investors in exchange for cash totaling $777,500 in accordance with our form of Securities Purchase Agreement requiring payment equal to $0.50 per share. In the fourth quarter of 2011 we sold an additional 2,100,000 shares of our common stock in exchange for cash totaling $210,000 in accordance with our form of Securities Purchase Agreement requiring payment equal to $0.10 per share.

On February 16, 2012, we entered into a Securities Purchase Agreement with and issued a Convertible Promissory Note in the amount of $200,000, at 6% interest per annum, to ICG USA, LLC (the “ICG Note”). The ICG Note is convertible into shares of our common stock beginning six months after the date of issuance of the ICG Note at the discretion of ICG USA, LLC. The ICG Note is due February 16, 2013.

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

On May 7, 2012, we entered into a $275,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). Under the Note, we received $50,000 in loan proceeds with JMJ. Additional sums up to a maximum total of $275,000 may be advanced in the sole discretion of JMJ. The Note includes a 10% original issue discount and is due in 1 year. The Note does not bear interest if paid in full within 90 days. Thereafter, a one-time interest charge of 5% shall be applied to the principal sum. The Note is convertible to common stock in whole or in part at conversion price equal to the lesser of $0.06 per share or 65% of the lowest trading price in the 25 trading days prior to the conversion. Although we have received $50,000 in funding under the JMJ Note, we do not current expect that additional advances will be made to us.

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.

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

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

Off Balance Sheet Arrangements

As of March 31, 2012, there were no off balance sheet arrangements.

Going Concern

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

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Giorgio Johnson, and Chief Financial Officer, Mirjam Metcalf. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2012.

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

i)	We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.
ii)	We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.
iii)	We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

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

11

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A:Risk Factors

A smaller reporting company is not required to provide the information required by this Item. Risk factors regarding our current business can be found in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

1. On May 7, 2012, we entered into a $275,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). Under the Note, we received $50,000 in loan proceeds with JMJ. Additional sums up to a maximum total of $275,000 may be advanced in the sole discretion of JMJ. The Note includes a 10% original issue discount and is due in 1 year. The Note does not bear interest if paid in full within 90 days. Thereafter, a one-time interest charge of 5% shall be applied to the principal sum. The Note is convertible to common stock in whole or in part at conversion price equal to the lesser of $0.06 per share or 65% of the lowest trading price in the 25 trading days prior to the conversion. Shares issuable upon conversion of the Note have “piggyback” registration rights and must be included the next registration statement we file with the Securities and Exchange Commission. In the event of our default under the Note, default interest will accrue at a rate of 18% and we will be assessed a significant default penalty as defined in paragraph 8 of the Note. The foregoing is a description of the material terms of the Note and not a complete summary of its contents. The Note is filed herewith as Exhibit 10.1.

2. Our outstanding Note in the amount of $81,595 issued to Chamisa Technology, LLC (the “Note”) has been assigned to Michelle Nelson. On April 21, 2012, we entered into an Amendment No. 1 to the Note (the “Amendment”). Under the Amendment, $56,595 of the principal amount of the Note has been cancelled and forgiven. The remainder of the Note is now due on or before January 15, 2013 and is convertible to shares of our common stock at a conversion price of $0.001 per share, subject to certain exercise limitations. The Amendment is filed herewith as Exhibit 10.2.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Promissory Note – JMJ Financial
10.2	Amendment No. 1 to Note
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

12

SIGNATURES

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

	Nyxio Technologies Corporation
Date:	May 21, 2012
	By:       /s/ Giorgio Johnson              Giorgio Johnson Title:    Chief Executive Officer
Date:	May 21, 2012
	By:       /s/ Mirjam Metcalf              Mirjam Metcalf Title:    Chief Financial Officer

13

EX-10.1

NYXO

$275,000 PROMISSORY NOTE

Interest free if paid in full

within 3 months

FOR VALUE RECEIVED, Nyxio Technologies Corp., a Nevada corporation (the "Borrower") with at least 37,000,000 common shares issued and outstanding, promises to pay to JMJ Financial or its Assignees (the "Lender") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Lender (the "Effective Date").

The Principal Sum is $275,000 (two hundred seventy-five thousand) plus accrued and unpaid interest and any other fees. The Consideration is $250,000 (two hundred fifty thousand) payable by wire (there exists a $25,000 original issue discount (the "OID")). The Lender shall pay $50,000 of Consideration upon closing of this Note. The Lender may pay additional Consideration to the Borrower in such amounts and at such dates as Lender may choose in its sole discretion. THE PRINCIPAL SUM DUE TO LENDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY LENDER SUCH THAT THE BORROWER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE BORROWER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE (plus an approximate 10% original issue discount that is prorated based on the Consideration actually paid by the Lender as well as any other interest or fees, see example attached in Exhibit A). The Maturity Date is one year from the Effective Date (the "Maturity Date") and is the date upon which the Principal Sum of this Note, as well as any unpaid interest, shall be due and payable. The Conversion Price is the lesser of $0.06 or 65% of the lowest trade price in the 25 trading days previous to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Lender convert any amount of the Note into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding.

1. ZERO Percent Interest for the First Three Months. The Borrower may repay this Note at any time on or before 180 days from the Effective Date, after which the Borrower may not make further payments on this Note prior to the Maturity Date without written approval from Lender. If the Borrower repays the Note on or before 90 days from the Effective Date, the Interest Rate shall be ZERO PERCENT (0%). If Borrower does not repay the Note on or before 90 days from the Effective Date, a one-time Interest charge of 5% shall be applied to the Principal Sum. Any interest payable is in addition to the OID, and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by Borrower.

2. Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. Conversions may be delivered to Borrower by method of Lender's choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from Borrower to Lender regarding any variable or calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares from any conversion to Lender (in any name directed by Lender) within 3 (three) business days of conversion notice delivery.

3. Conversion Delays. If Borrower fails to deliver shares in accordance with the timeframe stated in Section 2, Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower (under Lender's and Borrower's expectations that any returned conversion amounts will tack back to the original date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of the Note (under Lender's and Borrower's expectations that any penalty amounts will tack back to the original date of the Note).

4. Reservation of Shares. At all times during which this Note is convertible, the Borrower will reserve from its authorized and unissued Common Stock 15,000,000 shares to provide for the issuance of Common Stock upon the full conversion of this Note.

5. Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not Jess than $25,000, being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.

6. Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of aoy security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Lender in this Note, then the Borrower shall notify the Lender of such additional or more favorable term and such term, at Lender's option, shall become a part of the transaction documents with the Lender. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, and warrant coverage.

1

7. Default. The following are events of default under this Note:(i) the Borrower shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods. if any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Borrower; or (viii) the Borrower shall lose its status as "DTC Eligible" or the borrower's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC.

8. Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender's election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and the Lender shall have all rights as a bolder of the note until such time, if any, as the Lender receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

10. Assignabilitv. The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and will inure to the benefit of the Lender and its successors and assigns and may be assigned by the Lender to anyone of its choosing without Borrowers approval.

11. Governing Law. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

12. Delivery of Process by Lender to Borrower. In the event of any action or proceeding by Lender against Borrower, and only by Lender against Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most recent SEC filing.

13. Attorney Fees. In the event any attorney is employed by either party to this Note with regard to any legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding will be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred. in addition to any other relief to which the prevailing party may be entitled.

14. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower's counsel.

15. Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent via facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courtier service for delivery.

Borrower: /s/ Giorgio Johnson Nyxio Technologies Corp. Chief Executive Officer & President Date: 5/4/12 Lender: /s/ JMJ Financial JMJ Financial Its Principal Date: 5/7/12

2

EXHIBIT A

Theoretical Example

If Lender funds $50,000 and Borrower repays in 60 days with cash payment, Borrower would repay $50,000 principal plus $0 interest plus $5,000 OID= $55,000 total payment

3

EX-10.2

AMENDMENT NO. 1 TO

NOTE

This AMENDMENT NO. 1 TO NOTE (this "Amendment") dated as of April 21, 2012 (the "Effective Date'') is entered into by Nyxio Technologies Corporation, a Nevada corporation (the "Company").

Recitals

WHEREAS, the Company and Chamisa Technology, LLC, a New Mexico company ("Chamisa") entered into a Note, dated March 15, 2010 (the "Note"), in the original principal amount of$81,595 in favor of Chamisa;

WHEREAS, pursuant an Agreement, dated April 20, 2012, by and between Chamisa and Michelle Nelson, an Oregon resident, (''Michelle Nelson") Chamisa assigned the Note to Michelle Nelson;

WHEREAS, the Maturity Date of the Note is March 15, 2012 (subject to extension at the option of the Holder) and as of the date hereof the Original Principal Amount remains outstanding;

WHEREAS, in consideration of the forgiveness by Michelle Nelson of $56,595 of indebtedness owed to by the Company, and extending the Maturity Date of the Note to January

15, 2013, the Company has agreed to convert the Note into a Convertible Note (the "Convertible Note") at a Conversion Price of$0.001;

WHEREAS, the parties desire that, the Note be amended to reflect (i) the Note is now a Convertible Note and (ii) that the Conversion Price (as defined in the Convertible Note) be $0.001 ; and

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

Agreement

Section 1. Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Convertible Note.

Section 2. Amendment to Note.

a) The Note is hereby amended to add the following provision:

1

"(i) "The "Maturity Date" shall be January 15, 2013, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 2) or any event that shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date."

b) The Note is hereby amended to add the following provision:

"(ii) "At the election of the Lender (or its assignee) and upon written notice to the Company, which may be made from time to time during the term of this Note, all or a portion of the outstanding balance of principal and interest under the Note may be converted into Company common stock at a price of$0.001 per share. Within three (3) days of receipt of written notice from Lender (or its assignee) of its election to convert, the Company shall deliver to the Lender (or its assignee) share certificate(s) for the number of shares of Company common stock requested to be issued in the conversion notice."

a. Exercise Limitation. Notwithstanding anything to the contrary contained herein, the number of shares of Company common stock that may be acquired by the Lender upon conversion of this Note shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Company common stock then beneficially owned by Lender, its affiliates and any other persons whose beneficial ownership of Company common stock would be aggregated with the Lender's for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), does not exceed 4.99% of the total number of issued and outstanding shares of Company common stock (including for such purpose the shares of Company common stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Lender, upon not less than 61 days' prior notice to the Company, may increase or decrease the beneficial ownership limitations provision of this section, provided that the beneficial ownership limitation may in no event exceed 9.99% of the number of shares of the Company common stock outstanding. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this paragraph shall apply to a successor holder of this

Note.

2

Section 3. Forgiveness of Debt. The Additional debt owed to Michelle Nelson is hereby forgiven and extinguished."

Section 4. Board Consent for Conversion. Any conversion of debt owed to Michelle Nelson under the Note must be approved by the Board of Directors of the Company and in the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due.

Section 5. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Note, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Convertible Note to "this Agreement", "hereto", "hereof', "hereunder" or words of like import referring to the Original Agreement shall mean the Note as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Note and this Amendment, the provisions of this Amendment shall control and be binding.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to a Convertible Note to be executed as of the date first written above by their respective officers thereunto duly authorized.

3

NYXIO TECHNOLOGIES CORPORATION

By: /s/ Mirjam Metcalf

Name: Mirjam Metcalf

Title: Chief Financial Officer,

Treasurer and Secretary

Acknowledged and Accepted as of

the date first written above:

Michelle Nelson

By: /s/ Michelle Nelson

Name: Michelle Nelson

[Signature Page to the Amendment No. 1]

4

EX-31.1

CERTIFICATIONS

I, Giorgio Johnson, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2012 of Nyxio Technologies Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2012

/s/ Giorgio Johnson

By: Giorgio Johnson

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Mirjam Metcalf, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2012 of Nyxio Technologies Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2012

/s/ Mirjam Metcalf

By: Mirjam Metcalf

Title: Chief Financial Officer

EX-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

In connection with the quarterly Report of Nyxio Technologies Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2012 filed with the Securities and Exchange Commission (the “Report”), I, Giorgio Johnson, Chief Executive Officer of the Company, and I, Mirjam Metcalf, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Giorgio Johnson
Name:	Giorgio Johnson
Title:	Principal Executive Officer and Director
Date:	May 21, 2012
By:	/s/ Mirjam Metcalf
Name:	Mirjam Metcalf
Title:	Principal Financial Officer
Date:	May 21, 2012

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XML

Property and equipment

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Property and equipment

The following is a summary of property and equipment:

	December 31,		December 31,
	2011		2011
Furniture and fixtures	$	11,612	$	11,612
Software		11,945		11,945
Computers and equipment		22,249		22,249
Less: accumulated depreciation		10,833		7,882
	$	34,973	$	37,924

Depreciation for the three-months ended March 31, 2012 and 2011 and for the period from July 8, 2010 (inception) to March 31, 2012 was $2,951, $1,558 and $10,833, respectively.

XML

Accounts receivable

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Accounts receivable

Accounts receivable consist of the following:

	March 31,		December 31,
	2012		2011
Trade accounts receivable	$	2,547	$	386
Due from related party		23,170		22,838
Less: Allowance for doubtful accounts		—		—
	$	25,717	$	23,224

As of March 31, 2012 and December 31, 2011, respectively, the Company had not established an allowance for doubtful accounts.

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Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash	$ 7,281	$ 1,341
Accounts receivable	2,547	386
Inventory	154,572	154,456
Prepaid expenses	24,372	19,236
Due from related party	23,170	22,838
Total current assets	211,942	198,257
Fixed assets: Net of accumulated depreciation of $10,833 and $7,882, respectively	34,973	37,924
Other assets:
Deposits	4,836	4,175
Total other assets	4,836	4,175
Total assets	251,751	240,356
Current liabilities:
Accounts payable and accrued expenses	169,522	172,473
Accrued interest	45,779	34,912
Notes payable related party	31,552	11,012
Convertible notes payable	494,125	294,125
Total current liabilities	740,978	512,522
Shareholders (deficit)
Common stock; $0.001 par value; 121,212,122 shares authorized; 37,500,000 and 100 shares authorized and issued at March 31, 2012 And December 31, 2011, respectively	37,500	37,500
Common shares sold and unissued, 5,405,000 and 3,655,000 at March 31, 2012 and December 31, 2011, respectively March 31, 2012 and December 31, 2011, respectively	5,405	3,655
Additional paid in capital	4,955	4,782,555
(Deficit) accumulated during the development stage	(5,487,937)	(5,095,876)
Total shareholders (deficit)	(4,955)	(272,166)
Total liabilities and shareholders (deficit)	$ 251,751	$ 240,356

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Significant Accounting Policies and Procedures

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Significant Accounting Policies and Procedures

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2012, and the results of its operations and cash flows for the three months and three months ended March 31, 2012 and 2011. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (“the Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to ensure the information presented is not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 21, 2011 filed with the Commission on April 16, 2012.

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

Principles of Consolidation

The financial statements as of March 31, 2012 and for the three-months then ended include Nyxio Technologies Corporation (“NTC”) and its wholly owned subsidiary, Nyxio Technologies, Inc. (“NTI”). All significant inter-company transactions and balances have been eliminated. NTC and its subsidiary are collectively referred to herein as the “Company”. 

Basis of presentation

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

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2012 and December 31, 2011, the Company had no cash equivalents.

Accounts receivable

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

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

Inventory

Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. As of March 31, 2012 and December 31, 2011, finished goods inventory was $154,572 and $154,456, respectively.

Fixed Assets

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

Equipment 3-5 years

Furniture 7 years

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there were no impairments needed as of March 31, 2012 or 2011. Depreciation expense for the three months ended March 31, 2012, and 2011 and for the period from July 8, 2010 (inception) to March 31, 2012, was $2,951, 1,558 and $10,883, respectively.

Revenue recognition

The Company recognizes revenue in accordance with ASC subtopic 605-10 (formerly SEC Staff Accounting Bulletin No. 104 and 13A, “Revenue Recognition”) net of expected cancellations and allowances. As of March 31, 2012 and 2011, the Company evaluated evidence of cancellation in order to make a reliable estimate and determined there were no material cancellations during the years and therefore no allowances has been made.

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

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

Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise or conversion of stock options, warrants, and debt to purchase common shares, would have an anti-dilutive effect. At March 31, 2012 and 2011 the Company had 37,500,000 and zero 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. See Note 8 for further details.

Fair Value of Financial Instruments

The Company has financial instruments whereby the fair value of the financial instruments could be different from that recorded on a historical basis in the accompanying balance sheets. The Company's financial instruments consist of cash, receivables, accounts payable, accrued liabilities, and notes payable. The carrying amounts of the Company's financial instruments approximate their fair values as of March 31, 2012 and 2011 due to their short-term nature. See Note 9 for further details.

Long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. For the three-months ended March 31, 2011, and the year ended December 31, 2011, 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 $16,100 for the year ended December 31, 2011, and $5,707 for the period from July 8, 2010 (inception) to December 31, 2010.

Research and development

Research and development costs are expensed as incurred. During the three-months ended March 31, 2012 and 2011and for the period from July 8, 2010 (inception) to March 31, 2012, research and development costs were $20, $0 and $25,143, respectively.

Concentration of Business and Credit Risk

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

Financial instruments which potentially subject the Company to concentrations of business risk consist principally of availability of suppliers. As of March 31, 2012, the Company was dependent on approximately two vendors for 85% of product supply.

Share-Based Compensation

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

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

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

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

For the three-months ended March 31, 2012 and 2011, and the period from July 8, 2010 (inception) to March 31, 2012, the Company recorded share-based compensation of $0 in the three month periods and, $3,967,500 related to warrants granted in connection with its July 5, 2011 merger to its CEO of $3,967,500 in the period from inception.

Recent accounting pronouncements

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

International Financial Reporting Standards:

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

Year-end

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

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Going concern

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Going concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations and since its inception (July 8, 2010) through March 31, 2012 the Company had accumulated losses of $5,487,937 and a working capital deficit of $529,036. 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.

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Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 10,833	$ 7,882
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	121,212,122	121,212,122
Common stock, shares issued	37,500,000	100
Common stock subscribed, unissued	5,405,000	3,655,000

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 16, 2012
Document And Entity Information
Entity Registrant Name	NYXIO TECHNOLOGIES Corp
Entity Central Index Key	0001373761
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		48,091,340
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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Statements of Operations (USD $)	3 Months Ended		21 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Income Statement [Abstract]
Revenue	$ 4,598	$ 2,833	$ 25,986
Cost of goods sold	3,071	1,895	17,392
Gross profit	1,527	938	8,594
Expenses:
Consulting services	30,188	200	4,192,616
Depreciation	2,951	1,558	10,833
General and administrative	15,058	13,467	147,031
Professional fees	108,884	75	300,370
Promotional and marketing	31,060		141,736
Research and development	20		25,143
Rent expense	24,457	11,694	90,529
Salaries and wages	138,403		355,746
Travel and entertainment	32,884	3,815	210,681
Total operating expenses	383,905	30,809	5,474,685
Net loss from operations	(382,378)	(29,871)	(5,466,091)
Other income (expense):
Interest expense	(11,579)	(4,480)	(23,742)
Other income	1,896		1,896
Total other income (expense)	(9,683)	(4,480)	(21,846)
Net loss	$ (392,061)	$ (34,351)	$ (5,487,937)
Basic and fully diluted loss per common share	$ (0.01)	$ 0.00
Basic and fully diluted weighted average Common shares outstanding	37,500,000	25,404,016

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Commitments

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

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 June 30, 2013. Pursuant to the terms of the agreement, the new monthly lease amount is $4,175, an increase of $1.210 from the previous lease amount of $2,965. In addition, the Company has paid a security deposit in the amount of $4,175 and is obligated to pay monthly lease payments of $4,175.

At March 31, 2012 and 2011, the Company has recorded rent expense of $24,457 and $3,185, respectively. Future minimum lease payments are as follows:

2012	$	37,575
2013		20,050
Total	$	57,625

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Notes payable

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

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 contributed 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 March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $201,148 and $195,232, respectively.

Coach Capital LLC

On June 30, 2011, we issued a promissory note in the amount of $111,000 to Coach Capital, LLC. The note is unsecured, due on demand and bears interest at a rate of 10% per annum. In the event of default, the interest rate will immediately escalate to 30% per annum. As of March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $119,739 and $116,669, respectively.

ICG USA, LLC

On February 16, 2012, the Company entered into a Securities Purchase Agreement with 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 matures on February 16, 2013. The note is convertible into shares of our common stock beginning six months after the date of issuance at the discretion of the holder. As of March 31, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest totaled $202,005 and $0, respectively.

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Shareholders’ equity

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Shareholders’ equity

Recapitalization

Effective June 14, 2011, the Company effectuated a 1-for-1.65 reverse stock split together with a corresponding reduction from 200,000,000 to 121,212,122 in the number of authorized shares of the common stock, with a par value of $0.001.

Effective November 2, 2009, the Company amended its articles of incorporation to increase its authorized capital to 200,000,000 shares of common stock.

On August 10, 2009, the Company reverse split its issued common shares on the basis of one new share for one hundred old shares, and reduced its authorized capital from 600,000,000 to 6,000,000 shares of common stock.

On January 16, 2009, the Company forward split its issued common shares on the basis of two and one half new shares for one old share.

On January 4, 2008, the Company forward split its issued common shares on the basis of four new shares for one old share. The Company increased its authorized share capital from 150 million to 600 million shares.

The number of shares referred to in these financial statements has been restated to give retroactive effect on all stock splits.

Preferred stock

On March 22, 2012, after receiving approval of a majority of our outstanding common stock, the Company amended its Articles of Incorporation to designate 1,500 shares of blank check preferred stock, and on March 26, 2012, filed a Certificate of Designations of Preferences, Rights and Limitations to authorize the issuance of shares of Series A Preferred Stock.

Socius CG II Ltd.

On February 21, 2012, the Company entered into a Securities Purchase Agreement with Socius CG II, Ltd. Pursuant to the terms and subject to the conditions of this agreement, the Company, at its sole discretion, has the ability to demand that Socius purchase up to a total of $5 million of redeemable Series “A” Preferred Stock for a period of two years from the date of closing. As of March 31, 2012, no Series A Preferred Stock has been issued.

Common stock issuances

On January 12, 2009, the Company issued 225,000 shares of its common stock to Trussnet Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of LED Power Group, Inc. pursuant to a merger agreement and underlying assignment agreement. Under the terms of the agreements, the Company has acquired the license to exclusive rights of certain intellectual property in relation to the production of LED products. The shares were valued at fair market on the day of the agreements, being $0.92 per share. Effective August 23, 2010, 225,000 shares that had been issued to Trussnet in connection to the license agreement returned to treasury and cancelled.

On September 24, 2009, the Company issued 1,000,000 shares of common stock in exchange for cash proceeds of $10,000 or $0.01 per share.

On December 10, 2009, the Company issued an additional 23,904,015 shares of common stock pursuant to conversion of $227,515 in demand notes payable and $11,525 in accrued interest.

On April 1, 2011, the Company issued 452,312 shares of common stock pursuant to the conversion of $19,000 in advances, $188,374 in demand notes payable and $16,520 in accrued interest. The Company erroneously issued 29,588 shares of common stock in excess of the 452,312 shares of common stock in relation to the conversion of the debt. These shares were returned to treasury and cancelled on August 5, 2011.

During the year ended December 31, 2011, the Company sold 1,975,000 shares of its common stock for cash proceeds totaling $987,500. As of March 31, 2012, the shares are unissued.

During the three-months ended March 31, 2012, the Company sold 1,750,000 shares of its common stock for cash proceeds totaling $175,000. As of March 31, 2012, the shares are unissued.

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Income taxes

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

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:

	2012	2011
U.S. Statutory rate	34%	34%
Valuation allowance	(34)%	(34)%
Effective tax rate	-	-

The net change in the valuation for the three months ended March 31, 2012 was an increase in valuation of $133,300.

The Company has a net operating loss carryover of approximately $1,520,437 available to offset future income for income tax reporting purposes, which will expire in various years through 2031, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.

We had no material unrecognized income tax assets or liabilities as of March 31, 2012. Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three-months ended March 31, 2012 and 2011, there were no income tax, or related interest and penalty items in the income statement, or as a liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are subject to U.S. federal or state income tax examination by tax authorities for years beginning at our inception of July 8, 2010 through current. We are not currently involved in any income tax examinations.

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Fair value measurement

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

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 March 31, 2012 and December 31, 2011:

	Level I		Level II			Level III		Fair Value
March 31, 2012
Cash	$	7,281	$	—		$	—	$	7,281
Trade receivables		—		2,547					2,547
Inventory		—		154,456			—		154,456
Prepaid and deposits		—		29,208			—		29,208
Note receivable – related		—		23,170			—		23,170
Accounts payable		—		(169,522	)		—		(169,522	)
Accrued expenses		—		(45,779	)		—		(45,779	)
Notes payable		—		(525,677	)		—		(525,677	)
	$	7,281	$	(531,597	)	$	—	$	(31524,316	)
December 31, 2011
Cash	$	1,341	$	—		$	—	$	1,341
Trade receivables		—		386					520
Inventory		—		154,456			—		154,456
Prepaid and deposits		—		23,411			—		23,411
Note receivable – related		—		22,838			—		22,838
Accounts payable		—		(172,473	)		—		(172,473	)
Accrued expenses		—		(34,912	)		—		(34,912	)
Notes payable		—		(305,137	)		—		(305,137	)
	$	1,341	$	(311,431	)	$	—	$	(310,090	)

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Subsequent events

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Subsequent events

On April 21, 2012, Chamisa Technology, LLC assigned $81,595 of our note payable to an individual. Concurrently, the Company entered into an Amendment No. 1 to the Note whereby $56,595 of the principal amount of the Note has been cancelled and forgiven. The remainder of the Note is now due on or before January 15, 2013 and is convertible to shares of our common stock at a conversion price of $0.001 per share, subject to certain exercise limitations. On April 20, 2012 we authorized the issuance of 5,936,340 shares of our common stock for the partial conversion of principal debt in the amount of $81,595.

On May 7, 2012, we issued a Promissory Note to JMJ Financial 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.

In accordance with ASC 855, management evaluated all activity of the Company through the date of filing, (the issue date of the financial statements) and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

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Statements of Cash Flows (USD $)	3 Months Ended		21 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Statement of Cash Flows [Abstract]
Net (loss)	$ (392,061)	$ (34,351)	$ (5,487,937)
Depreciation	2,951	1,558	10,833
Non-cash services provided by related party		6,225	38,875
Warrants issued related party			3,967,500
Accounts receivable	(2,161)	2,002	(2,547)
Inventory	(116)	(1,615)	(146,685)
Prepaid expenses	(5,136)		(23,630)
Other assets	(661)		(1,871)
Accounts payable	(2,951)	5,575	167,871
Accrued interest	10,867	4,480	42,850
Accrued interest related party	540		795
Net cash (used) provided by operating activities	(388,728)	(16,126)	(1,433,946)
Payment (issuance) of note receivable - related	(332)		(7,607)
Purchase of property and equipment			(32,944)
Net cash (used) provided by investing activities	(322)		(40,551)
Cash contributed by related party			5,984
Cash acquired in merger			45
Proceeds from notes payable	200,000	13,500	283,991
Payments on notes payable			(1,500)
Proceeds from notes payable – related party	20,000		30,758
Proceeds from the sale of common stock	175,000		1,162,500
Net cash provided by financing activities	395,000	13,500	1,481,778
Net increase (decrease) in cash	5,940	(2,626)	7,281
Cash, beginning of period	1,341	2,626
Cash, end of period	7,281		7,281
Cash paid for income taxes
Cash paid for interest			167
Warrants issued in acquisition related party			$ 3,967,500

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Related party transactions

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Related party transactions

Related party receivable

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

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

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

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

As of March 31, 2012 and December 31, 2011, the amounts due from the officer totaled $23,170 and $22,838, respectively.

Merger warrants

In connection with the Company July 5, 2011 merger activities, the Company issued a warrant to purchase up to 37,500,000 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 fair value of the warrants totaled $3,967,500 which has been recorded as a consulting expense as of December 31, 2011.

Employment/Consulting commitments

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

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

Note payable to a related party

During the year ended December 31, 2011, the Company’s chief financial officer paid certain liabilities totaling $10,578 on behalf of the Company. In October 2011, the Company issued a promissory note for the value of the payment which bears interest at a rate of 8% per annum and matures on June 30, 2012. On January 12, 2012, this same officer provided an additional $20,000 under the same terms, to the Company for operating expenses. As of March 31, 2012 the principal balance of these notes was $30,578 and accrued interest totaled $794.