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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nyxio Technologies Corporation (CE) | USOTC:NYXO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2011
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OR
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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NEVADA
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98-0501477
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2156 NE Broadway
Portland, Oregon
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97232
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Common Stock
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Outstanding at April 10, 2012
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Common Stock, $.001 par value per share
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37,700,000 shares
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Page
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Part I
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Item 1
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Business
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4
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Item 1A
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Risk Factors
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14
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Item 1B
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Unresolved Staff Comments
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23
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Item 2
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Properties
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23
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Item 3
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Legal Proceedings
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24
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Item 4
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Mine Safety Disclosures
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24
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Part II
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||
Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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25
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Item 6
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Selected Financial Data
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26
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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26
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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30
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Item 8
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Financial Statements and Supplementary Data
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30
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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30
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Item 9A
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Controls and Procedures
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30
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Item 9B
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Other Information
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32
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Part III
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||
Item 10
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Directors and Executive Officers and Corporate Governance
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33
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Item 11
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Executive Compensation
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36
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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38
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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39
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Item 14
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Principal Accounting Fees and Services
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40
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Part IV
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||
Item 15
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Exhibits, Financial Statement Schedules
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41
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Signatures
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43
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·
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Continue to determine competitive strategies, organizational management, and divisional structure for our roadmap for growth. Since July of 2011, we have hired a Chief Operating Officer and operations team, assembled an accounting and finance team, as well as hired key resources in software development and graphics arts. For early 2012, our focus is to assemble an effective sales and marketing team. Team members have been identified, including an Executive Vice President of Sales and Marketing, experienced sales professionals with industry rolodexes, and a branding, advertising and marketing agency that management believes will assist in bringing our message to the market place. We have also completed the necessary diligence required to assess our competitive strengths as well as identify our weaknesses so we can mitigate these in our marketing plan, which we will begin to implement during the second quarter of 2012.
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·
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Execute plans for expansion into other industries. Some examples of these industries include: Video Game Industry
;
Educational Toy Industry
;
Mobile Phone Industry; E-Commerce and Cloud Commerce. We have been in preliminary discussions with various potential partners and have identified several opportunities we will focus on in 2012, with planned product releases in late 2012 and early 2013. These opportunities will allow us to capitalize on alternate revenue streams as well as increase our brand value. We have built our
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“technology roadmap” which management believes will drive us through the next two years and beyond, and are well positioned for several new products releases each year for the foreseeable future.
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·
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Partnerships and Acquisitions: Management believes that key partnerships and alliances are critical to the continuous cycle of current product improvement and innovation, as well as expansion and development into new forums. This is particularly true for a small company with limited resources and lofty goals. During 2011, we have formed collaborations with BlueStacks, UTI and RSystems, and are in negotiations with several other key players in various industries to engage in mutually beneficial alliances and projects. As 2012 progresses, we hope to make announcements regarding new collaborations and product releases. Management does not foresee acquisitions in the coming year but may consider this avenue in the future as our pursuit for innovation balanced with shareholder value may dictate.
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·
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Continue current platform of developing integrated and unique product concepts, such as the following:
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o
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Our flagship product, the VioSphere, a full-spectrum entertainment system combining HDTV technology with a personal computer, media center, and all current Android applications. Current development goals include transforming the VioSphere into a home entertainment system as well as the “brain” of the consumer household - meaning it will have the ability to regulate environmental controls, lighting, security systems, telecommunications and other automated systems in the home.
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o
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The Realm all-in-one computing system available, in large formats, designed with the tools and accessories for the education, boardroom, and digital signage environments.
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o
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The Vuzion, a “smart” TV which combines the conveniences and features of an Android phone with an HDTV.
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o
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The Venture Mobile Media Viewer, offering hours of wireless viewing of movies, E-Books, or video games in the form of sleek ergonomic eyewear.
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·
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Assure high levels of product quality, reliability, and robustness by continually working with our supplier and partner communities to integrate the latest and best technologies into our products at the optimal price point. In keeping with our long term views, we are taking steps today to position future assembly of some portion of our product mix in the USA and EU, enabling us to have much better control of quality and reliability, bring product assembly closer to our current primary consumers, and position ourselves for growth opportunities in the government sectors.
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·
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Maintain excellent standards for quality control. We have feet on the ground at our manufacturing and assembly facilities to ensure our standards are consistently met. We strive to make the purchase and utilization of our products a positive experience.
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·
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Ensure our flexibility in design to respond to new customer needs as market trends change. Our current top design priority is to make our products easy and intuitive to use. We are integrating new technologies and partnering with leaders in the industry to ensure we stay ahead of the curve and introduce features that both excite and increase the product usability and value. We believe that because we are a small company and have little bureaucracy, we are able to respond quickly to changing needs and trends.
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·
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Generate creative strategies to solicit valued feedback from end users. We regularly “loan out” our products to members of the press, educators, partners, digital signage users and consumers, inviting them to use our products in their respective environments so they can evaluate our products and supply feedback. We have also engaged focus groups and surveys and obtain feedback from distributors and our Rep Firms. All of this feedback has been and will continue to be incorporated into our continuous improvement process to ensure we provide a compelling value proposition.
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·
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Achieve product identity for brand recognition by consumers. One of the many projects currently on our plate is to give our entire product mix a similar and identifiable look. We are also targeting our marketing budget in retaining the right team to represent our interests and get our messages to the right audience.
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·
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Focus on regional market penetration based on sales and distribution of our products with focused marketing strategies for each region.
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·
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Expand target markets with controlled growth.
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·
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Establish brand awareness by:
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o
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Creative marketing strategies
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o
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Branding our image and personality
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o
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Designing products that are easily identifiable by the consumer
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o
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Creating consolidated, innovative products that become an essential part of the consumer’s everyday lifestyle
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·
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The VioSphere:
The Nyxio VIOSPHERE Smart TV. The VioSphere has fully integrated components that include a built-in DVD BluRay player/burner, Bluetooth, WiFi, built-in webcam, and optional touchscreen amongst other features.
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·
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The Realm:
All in One PC/TV complete with built in WiFi, Camera, Microphone, DVD player, and Bluetooth.
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·
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The Omega:
Windows 7 Tablet PC with a built in Web Cam, WiFi, optional SIM card port and 3G module offers mobile phone functionality.
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·
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The Ascend:
Keyboard PC with all the functions of a desktop PC built within a keyboard.
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·
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The Venture MMV:
Glasses that allow consumers the ability to watch movies and other video content with a cinematic view, as well as listen to music or read books without the product being connected. Hence the term MMV, “mobile media viewers.”
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·
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The Consumer Electronics Association (CEA) projected global electronics sales in 2012 should surpass $1 trillion for the first time
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·
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Digitimes has recently reported that industry sources are predicting the penetration of Smart TV to grow 20% in 2012 and 50% in 2013.
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·
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The CEA published network-enabled displays are a growth segment, with an estimated 10.4 million displays shipping to dealers in 2011.
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·
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iSuppli sees a sustained rise over the next four years for the consumer electronics industry, with sales reaching $385 billion in 2014
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·
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According to a new report issued by IMS Research, the leading independent provider of market research and consultancy to the global electronics industry, growth in worldwide digital signage will exceed 40 percent in 2013, totaling $7 billion.
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·
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IMS Research forecasts that during 2015, close to 50% of the TV sets shipped worldwide will have 3D capabilities and more than 60% will connect to the Internet.
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·
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Nielson found that nearly 31 percent of in-home Internet activity takes place while the user is watching television, demonstrating that there is a significant amount of simultaneous Internet and television usage.
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·
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An October 2010 survey indicated that interactive whiteboards were the #2 education technology spending priority next to a classroom computer with Internet access. The survey further indicated that 30 percent of US districts were aiming for one hundred percent adoption of interactive whiteboards in their classrooms over the next 3- 5 years.
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·
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According to Futuresource Consulting LTD., nearly half of the approximately 895,000 interactive whiteboards sold globally in 2010 were Smart Board interactive whiteboards.
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·
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CE Pro
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·
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Smarthouse
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·
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GQ
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·
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Electronic House
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·
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First Glimpse
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·
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Connected World
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·
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CES
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·
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CEDIA Expo
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·
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Digital Signage Expo
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·
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Engage
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·
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NAB Show
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·
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InfoComm
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●
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Failure to integrate the acquired assets and/or companies with our current business;
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●
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The price we pay may exceed the value we eventually realize;
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●
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Loss of share value to our existing stockholders as a result of issuing equity securities as part or all of the purchase price;
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●
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Potential loss of key employees from either our current business or the acquired business;
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●
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Entering into markets in which we have little or no prior experience;
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●
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Diversion of management’s attention from other business concerns;
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●
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Assumption of unanticipated liabilities related to the acquired assets; and
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●
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The business or technologies we acquire or in which we invest may have limited operating histories, may require substantial working capital, and may be subject to many of the same risks we are.
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●
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Effectively using and integrating new technologies;
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●
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Continuing to develop our technical expertise;
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●
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Enhancing our engineering and system designs;
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●
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Developing products that meet changing customer needs;
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●
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Advertising and marketing our products; and
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●
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Influencing and responding to emerging industry standards and other changes.
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·
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The need for continued development of our financial and information management systems;
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·
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The need to manage strategic relationships and agreements with manufacturers, suppliers and distributors; and
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·
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Difficulties in hiring and retaining skilled management, technical and other personnel necessary to support and manage our business.
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·
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stop selling products or using technology or manufacturing processes that contain the allegedly infringing intellectual property;
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·
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pay damages to the party claiming infringement;
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·
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attempt to obtain a license for the relevant intellectual property, which may not be available on commercially reasonable terms or at all; and
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·
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attempt to redesign those products that contain the allegedly infringing intellectual property with non-infringing intellectual property, which may not be possible.
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i)
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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.
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ii)
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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.
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iii)
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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.
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Fiscal Year Ending December 31, 2010
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High
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Low
|
||||||
First Quarter - March 31, 2010
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$
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0.594
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$
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0.215
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|||
Second Quarter - June 30, 2010
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$
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0.413
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$
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0.223
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||||
Third Quarter - September 30, 2010
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$
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0.908
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$
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0.330
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||||
Fourth Quarter - December 31, 2010
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$
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0.908
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$
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0.330
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Fiscal Year Ending December 31, 2011
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High
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Low
|
||||||
First Quarter - March 31, 2011
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$
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0.660
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$
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0.330
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|||
Second Quarter - June 30, 2011
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$
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2.475
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$
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0.330
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||||
Third Quarter - September 30, 2011
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$
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1.130
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$
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0.430
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||||
Fourth Quarter - December 31, 2011
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$
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0.820
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$
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0.140
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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.
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·
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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.
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·
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Manufacturing in Asia – Too far away to monitor quality and suppliers without costly travel.
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·
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Lack of adequate funding to retain skilled sales team .
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·
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Enhancing product features and esthetics
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·
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Negotiations to reduce product cost and enhance quality
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·
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Building a reliable Bill of Material for all products and sourcing from established suppliers
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·
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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.
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·
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Develop new products with alternate revenue streams, such a gaming and cloud commerce
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·
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Develop clear and concise marketing, sales, and specification literature and tools
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Payments due by Period
|
||||||||||||||
Contractual Obligations At
December 31, 2011
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Less than One Year
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One to Three Years
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Three to Five Years
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More than Five Years
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Total
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|||||||||
Operating Lease Obligations
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$ | 25,048 | 25,799 | $ | 50,847 | |||||||||
Debt Obligations
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305,137 | 305,137 | ||||||||||||
Capital Expenditure Obligations
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||||||||||||||
Purchase Obligations
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||||||||||||||
Other Long-Term Liabilities
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
.
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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
|
i)
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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)
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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.
|
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Name
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Age
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Position
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Since
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Giorgio Johnson
|
45
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Director, Chief Executive Officer & President
|
2011
|
Mirjam Metcalf
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52
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Director, Chief Financial Officer, Treasurer & Secretary
|
2011
|
David Dabau
|
52
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Director, Chief Operating Officer
|
2011
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Name and Principal Position
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Year
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Salary
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Bonus
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Stock Awards
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Option Awards
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Non-Equity Incentive Plan Compensation
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All Other Compensation
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Total
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Giorgio Johnson, Director, President and Chief Executive Officer
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2011
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$17,320
|
3,145
-
|
-
-
|
-
-
|
-
-
|
-
-
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$20,465
-
|
2010
|
-
|
|||||||
Mirjam Metcalf, Director, Chief Financial Officer, Treasurer and Secretary
|
2011
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$17,014
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
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$17,014
-
|
2010
|
-
|
|||||||
David Dabau, Director and Chief Operating Officer
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2011
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$28,500
|
-
-
|
-
-
|
-
-
|
-
-
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$7,150
-
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$35,650
-
|
2010
|
-
|
|||||||
John J. Lennon, Former Director, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer(1)
|
2011
|
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
2010
|
-
|
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
.
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Name and Address of
Beneficial Owner(1)
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Shares Beneficially Owned
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Percentage Beneficially Owned
|
||||||
Directors and Executive Officers
|
||||||||
Giorgio Johnson
c/o Nyxio Technologies Corporation
2156 NE Broadway
Portland, OR 97232
|
19,125,000 | 50.73 | % | |||||
Mirjam Metcalf
c/o Nyxio Technologies Corporation
2156 NE Broadway
Portland, OR 97232
|
- | - | ||||||
David Dabau
c/o Nyxio Technologies Corporation
2156 NE Broadway
Portland, OR 97232
|
- | - | ||||||
All Officers and Directors as a Group
|
19,125,000 | 50.73 | % | |||||
5% Shareholders
|
||||||||
None.
|
||||||||
(1)
|
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
December 31,
2011
|
December 31,
2010
|
|||||||
Audit Fees
|
$
|
34,250
|
$
|
17,500
|
||||
Audit Related Fees
|
-
|
-
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$
|
34,250
|
$
|
17,500
|
Page
|
|
Report of Independent Registered Accounting Firm
|
45
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
46
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Consolidated Statements of Operations for the year ended December 31, 2011 and the period from July 8, 2010 (inception) to December 31, 2010 and 2011
|
47
|
Statements of Stockholders’ Equity for the period from July 8, 2010 (inception) to December 31, 2011
|
48
|
Consolidated Statements of Cash Flow for the year ended December 31, 2011 and the period from July 8, 2010 (inception) to December 31, 2010 and 2011
|
49
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Notes to Consolidated Financial Statements
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50 to 59
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Exhibit No.
|
Description
|
2.1
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Share Exchange Agreement dated July 5, 2011 (Incorporated herein by reference to our Current Report on Form 8-K filed on July 11, 2011).
|
3.1(a)
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Articles of Incorporation (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on August 15, 2011).
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3.1(b)
|
Certificate of Amendment to Articles of Incorporation (Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2012).
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3.1(c)
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Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2012).
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3.2
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Amended & Restated Bylaws (Incorporated herein by reference to our Definitive Information Statement on Schedule 14C filed on August 23, 2011).
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4.1
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Warrant to Purchase Common Stock (Incorporated by reference to our Current Report on Form 8-K filed on February 27, 2012).
|
10.1
|
Technology License and Services Agreement by and between Nyxio Technologies Corporation and BlueStack Systems, Inc., dated August 18, 2011 (Incorporated herein by reference to our Current Report on Form 8-K filed on August 31, 2011).
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10.2
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Employment Agreement by and between Nyxio Technologies Corporation and Giorgio Johnson, dated June 1, 2011 (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on January 11, 2012).
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10.3
|
Employment Agreement by and between Nyxio Technologies Corporation and Mirjam Metcalf, dated September 9, 2011 (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on January 11, 2012).
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10.4
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Form of Securities Purchase Agreement (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on January 11, 2012).
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10.5
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Form of Common Stock Purchase Warrant (Incorporated herein by reference to our Current Report on Form 8-K filed on July 11, 2011).
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10.6
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Letter of Intent by and between LED Power Group, Inc. and Nyxio Technologies Corporation, dated May 26, 2011 (Incorporated herein by reference to our Current Report on Form 8-K filed on July 1, 2011).
|
10.7
|
Securities Purchase Agreement dated February 21, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on February 27, 2012).
|
Exhibit No. | Description |
10.8
|
Form of Lock-Up Agreement (Incorporated by reference to our Current Report on Form 8-K filed on February 27, 2012).
|
10.9
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Form of Secured Promissory Note (Incorporated by reference to our Current Report on Form 8-K filed on February 27, 2012).
|
10.10*
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Convertible Promissory Note with ICG USA, LLC dated February 16, 2012.
|
10.11*
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Convertible Note Purchase Agreement with ICG USA, LLC dated February 16, 2012.
|
10.12* | Lease Agreement with Weston Investment Co. LLC (dba American Property Management Corp), dated June 23, 2011. |
14.1
|
Code of Ethics (Incorporated herein by reference to our Current Report on Form 8-K filed on September 28, 2011).
|
21
|
Nyxio Technologies, Inc., an Oregon corporation.
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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101.INS
|
XBRL Instance Document**
|
101.SCH
|
XBRL Taxonomy Extension Schema**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase**
|
NYXIO TECHNOLOGIES CORPORATION
|
|||
(Registrant)
|
|||
Date: January 3, 2013
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By:
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/s/ Giorgio Johnson
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|
Giorgio Johnson
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|||
Chief Executive Officer (Principal Executive Officer)
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|||
Date: January 3, 2013
|
By:
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/s/ Mirjam Metcalf
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|
Mirjam Metcalf | |||
Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) |
Signatures
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Title(s)
|
Date
|
||
/s/ Giorgio Johnson
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Director, Chief Executive
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|||
Giorgio Johnson
|
Officer & President
(Principal Executive Officer)
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January
3, 2013
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||
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||||
/s/ Mirjam Metcalf
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Director, Chief Financial Officer,
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January
3, 2013
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||
Mirjam Metcalf
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Treasurer & Secretary
(Principal Financial Officer &
Principal Accounting Officer)
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|||
|
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/s/ David Dabau
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Director, Chief Operating Officer
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January 3, 2013 | ||
David Dabau
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||||
Page
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|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
45 |
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2011 AND 2010
|
46 |
CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE PERIOD FROM JULY 8, 2010 (INCEPTION) TO DECEMBER 31, 2010 AND 2011
|
47 |
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FROM JULY 8, 2010 (INCEPTION) TO DECEMBER 31, 2011
|
48 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE PERIOD FROM
JULY 8, 2010 (INCEPTION) TO DECEMBER 31, 2010 AND 2011
|
49 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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50 to 59 |
Nyxio Technologies Corporation
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||||||||
(Formerly LED Power Group, Inc.)
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||||||||
(a Development Stage Company)
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||||||||
Consolidated Balance Sheets
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||||||||
December 31,
|
||||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 1,341 | $ | 2,626 | ||||
Accounts receivable
|
386 | 2,002 | ||||||
Inventory
|
154,456 | 9,893 | ||||||
Prepaid expenses
|
19,236 | - | ||||||
Due from related party
|
22,838 | 20,538 | ||||||
Total current assets
|
198,257 | 35,059 | ||||||
Fixed assets, net of accumulated depreciation of $7,882 and $1,980, respectively
|
37,924 | 14,303 | ||||||
Other assets:
|
||||||||
Deposits
|
4,175 | 2,965 | ||||||
Total other assets
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4,175 | 2,965 | ||||||
Total assets
|
$ | 240,356 | $ | 52,327 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
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$ | 172,473 | $ | 802 | ||||
Accrued interest
|
34,912 | 7,145 | ||||||
Note payable – related party
|
11,012 | - | ||||||
Notes payable
|
294,125 | 148,118 | ||||||
Total current liabilities
|
512,522 | 156,065 | ||||||
Total liabilities
|
512,522 | 156,065 | ||||||
Stockholders’ deficit
|
||||||||
Common stock; $0.001 par value; 121,212,122 shares authorized
|
||||||||
37,500,000 and 100 shares issued and outstanding at December 31, 2011 and 2010, respectively
|
37,500 | - | ||||||
Common stock authorized and unissued; 3,655,000 and no shares at
|
||||||||
December 31, 2011 and 2010, respectively
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3,655 | - | ||||||
Additional paid-in capital
|
4,782,555 | 100 | ||||||
Deficit accumulated during the development stage
|
(5,095,876 | ) | (103,838 | ) | ||||
Total stockholders’ deficit
|
(272,166 | ) | (103,738 | ) | ||||
Total liabilities and stockholders’ deficit
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$ | 240,356 | $ | 52,327 |
Nyxio Technologies Corporation
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||||||||
(Formerly LED Power Group, Inc.)
|
||||||||
(a Development Stage Company)
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||||||||
Consolidated Statement of Operations
|
July 8, 2010
|
July 8, 2010
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|||||||||||
The Year Ended
|
(Inception) to
|
(Inception) to
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
|
||||||||||||
Revenue
|
$ | 11,283 | $ | 10,105 | $ | 21,388 | ||||||
Cost of goods sold
|
7,603 | 6,718 | 14,321 | |||||||||
Gross profit
|
3,680 | 3,387 | 7,067 | |||||||||
Operating expenses
|
||||||||||||
Consulting services
|
4,156,865 | 5,564 | 4,162,428 | |||||||||
Depreciation
|
5,903 | 1,980 | 7,883 | |||||||||
General and administrative
|
91,998 | 16,817 | 108,815 | |||||||||
Professional fees
|
190,835 | 651 | 191,486 | |||||||||
Promotional and marketing
|
104,971 | 5,705 | 110,676 | |||||||||
Research and development
|
25,123 | - | 25,123 | |||||||||
Rent expense
|
54,983 | 11,089 | 66,072 | |||||||||
Salaries and wages
|
177,264 | 40,079 | 217,343 | |||||||||
Travel and entertainment
|
159,640 | 18,156 | 177,797 | |||||||||
Total operating expenses
|
4,967,582 | 100,040 | 5,067,622 | |||||||||
Net loss from operations
|
(4,963,902 | ) | (96,653 | ) | (5,060,555 | ) | ||||||
Other income (expense)
|
||||||||||||
Interest expense
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(28,136 | ) | (7,185 | ) | (35,321 | ) | ||||||
Total other income (expense)
|
(28,136 | ) | (7,185 | ) | (35,321 | ) | ||||||
Net loss
|
$ | (4,992,038 | ) | $ | (103,838 | ) | $ | (5,095,876 | ) | |||
Basic and fully diluted loss per common share
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$ | (0.16 | ) | $ | (1,038.38 | ) | ||||||
Basic and fully diluted - weighted average
|
||||||||||||
common shares outstanding
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30,784,375 | 100 | ||||||||||
Nyxio Technologies Corporation
|
||||||||
(Formerly LED Power Group, Inc.)
|
||||||||
(a Development Stage Company)
|
||||||||
Statement of Stockholders' Equity
|
(Deficit)
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Additional
|
Common
|
During
|
Total
|
|||||||||||||||||||||
Common Stock
|
Paid-in
|
Shares
|
Development
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Unissued
|
Stage
|
Equity
|
|||||||||||||||||||
Balance July 8, 2010 (inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
July 8, 2010 -
|
||||||||||||||||||||||||
Founders' shares issued
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100 | - | 100 | - | - | 100 | ||||||||||||||||||
Net (loss)
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- | - | - | - | (103,838 | ) | (103,838 | ) | ||||||||||||||||
Balance, December 31, 2010
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100 | - | 100 | - | (103,838 | ) | (103,738 | ) | ||||||||||||||||
Shares issued for cash pursuant
|
||||||||||||||||||||||||
to Securities Purchase Agreement
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- | - | 983,845 | 3,655 | - | 987,500 | ||||||||||||||||||
Reverse merger eliminations
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37,499,900 | 37,500 | (168,890 | ) | - | - | (131,390 | ) | ||||||||||||||||
Warrants issued per Merger Agreement
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||||||||||||||||||||||||
- Related party
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- | - | 3,967,500 | - | - | 3,967,500 | ||||||||||||||||||
Net (loss)
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- | - | - | - | (4,992,038 | ) | (4,992,038 | ) | ||||||||||||||||
Balance, December 31, 2011
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37,500,000 | $ | 37,500 | $ | 4,782,555 | $ | 3,655 | $ | (5,095,876 | ) | $ | (272,166 | ) | |||||||||||
Nyxio Technologies Corporation
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(Formerly LED Power Group, Inc.)
|
||||||||
(a Development Stage Company)
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Consolidated Statement of Cash Flows
|
The Year
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July 8, 2010
|
July 8, 2010
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||||||||||
Ended
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(Inception) to
|
(Inception) to
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net (loss)
|
$ | (4,992,038 | ) | $ | (103,838 | ) | $ | (5,095,876 | ) | |||
Adjustments to reconcile net loss to net
|
||||||||||||
cash used by operating activities:
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||||||||||||
Depreciation
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5,903 | 1,979 | 7,882 | |||||||||
Non-cash services provided by related party
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10,375 | 28,500 | 38,875 | |||||||||
Warrants issued for services
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3,967,500 | - | 3,967,500 | |||||||||
Decrease (increase) in assets:
|
||||||||||||
Accounts receivable
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1,616 | (2,002 | ) | (386 | ) | |||||||
Inventory
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(144,563 | ) | (2,006 | ) | (146,569 | ) | ||||||
Prepaid expenses
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(18,494 | ) | - | (18,494 | ) | |||||||
Other assets
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(1,210 | ) | - | (1,210 | ) | |||||||
Increase (decrease) in liabilities:
|
||||||||||||
Accounts payable and accrued liabilities
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170,429 | 394 | 170,822 | |||||||||
Accrued interest
|
24,839 | 7,145 | 31,983 | |||||||||
Accrued interest - related party
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254 | - | 254 | |||||||||
Net cash (used) by operating activities
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(975,389 | ) | (69,828 | ) | (1,045,219 | ) | ||||||
Cash flows from investing activities:
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||||||||||||
Payment (issuance) of note receivable - related party
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(12,675 | ) | 5,400 | (7,275 | ) | |||||||
Purchase of property and equipment
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(29,524 | ) | (3,421 | ) | (32,944 | ) | ||||||
Net cash (used) in investing activities
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(42,199 | ) | 1,979 | (40,219 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Cash contributed by related party - See note 5
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- | 5,984 | 5,984 | |||||||||
Cash acquired through merger
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45 | - | 45 | |||||||||
Proceeds from notes receivable
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19,500 | 64,491 | 83,991 | |||||||||
Payments on notes receivable
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(1,500 | ) | - | (1,500 | ) | |||||||
Proceeds from notes payable - related party
|
10,758 | - | 10,758 | |||||||||
Proceeds from sale of common stock
|
987,500 | - | 987,500 | |||||||||
Net cash provided by financing activities
|
1,016,303 | 70,475 | 1,086,778 | |||||||||
Net increase (decrease) in cash
|
(1,285 | ) | 2,626 | 1,341 | ||||||||
Cash, beginning of period
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2,626 | - | - | |||||||||
Cash, end of period
|
$ | 1,341 | 2,626 | $ | 1,341 | |||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
Cash paid for interest
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$ | 167 | $ | - | $ | 167 | ||||||
Supplemental non-cash disclosures:
|
||||||||||||
Warrants issued for services
|
$ | 3,967,500 | $ | - | $ | 3,967,500 |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Trade accounts receivable
|
$ | 386 | $ | 2,002 | ||||
Due from related party
|
22,838 | 20,538 | ||||||
Less: Allowance for doubtful accounts
|
- | - | ||||||
$ | 23,224 | $ | 22,540 |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Furniture and fixtures
|
$ | 11,612 | $ | 6,765 | ||||
Software
|
11,945 | 681 | ||||||
Computers and equipment
|
22,249 | 8,837 | ||||||
Less: accumulated depreciation
|
7,882 | 1,980 | ||||||
$ | 37,924 | $ | 14,303 |
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 |
2012
|
$ | 50,100 | ||
2013
|
20,050 | |||
Total
|
$ | 70,150 |
2011
|
2010
|
|||||||||
U.S. Statutory rate
|
34 | % | 34 | % | ||||||
Valuation allowance
|
(34 | ) | % | (34 | ) | % | ||||
Effective tax rate
|
- | - |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
1,024,539
|
$
|
103,837
|
||||
Share-based compensation
|
3,967,500
|
-
|
||||||
Total deferred tax assets
|
4,992,039
|
103,837
|
||||||
Deferred tax liabilities:
|
||||||||
Depreciation differences
|
(29,523
|
)
|
(19,631
|
)
|
||||
Net deferred tax assets
|
4,962,516
|
84,206
|
||||||
Less valuation allowance
|
(4,962,516
|
)
|
(84,206
|
)
|
||||
Deferred tax asset – net of valuation allowance
|
$
|
-
|
$
|
-
|
Level I
|
Level II
|
Level III
|
Fair Value
|
|||||||||||||
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 | ) | |||||||
Level I
|
Level II
|
Level III
|
Fair Value
|
|||||||||||||
December 31, 2010,
|
||||||||||||||||
Cash
|
$ | 2,626 | $ | - | $ | - | $ | 2,626 | ||||||||
Trade receivable
|
- | 2,002 | - | 2,002 | ||||||||||||
Inventory
|
- | 9,893 | - | 9,893 | ||||||||||||
Prepaid and deposits
|
- | 2,965 | - | 2,965 | ||||||||||||
Note receivable
|
- | 20,538 | - | 20,538 | ||||||||||||
Accrued expenses
|
- | (7,947 | ) | - | (7,947 | ) | ||||||||||
Notes payable
|
- | (148,118 | ) | - | (148,118 | ) | ||||||||||
$ | 2,626 | $ | (120,667 | ) | $ | - | $ | (118,041 | ) |
1 Year Nyxio Technologies (CE) Chart |
1 Month Nyxio Technologies (CE) Chart |
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