On May 4, 2012 (the "Closing Date"), Oryon Technologies, Inc., a Nevada corporation (the "Registrant," "ORYN" or the "Company"), closed a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company ("Merger Sub"), and OryonTechnologies, LLC, a Texas limited liability company ("Oryon") pursuant to an Agreement and Plan of Merger dated March 9, 2012 (the "Merger Agreement").

We signed a financing agreement (the "Financing Agreement") on November 2, 2011, with Maxum Overseas Fund ("Maxum") under which Maxum agreed to: (1) invest $100,000 in the common equity of the Company and (ii) either invest an additional amount up to $1,900,000 in the common equity of the Company or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources. Prior to entering into this funding relationship, there were no relationships between Maxum Overseas Fund and the directors, officers or other affiliates of Oryon. To the best of our knowledge, prior to entering into this funding relationship there were no existing relationships between Maxum Overseas Fund and the Registrant's then-existing directors, officers or other affiliates.

Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years. Between November 2, 2011, and April 23, 2012, the Company received a total of $725,000 from subscriptions pursuant to the Financing Agreement resulting in the obligation to issue 1,450,000 shares (the "Subscription Shares") and warrants having the right to purchase an additional 1,450,000 shares, each with an exercise price of $0.75. The Subscription Shares were issued in reliance upon Regulation S under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Securities Act"), to investors in offshore transactions (as defined in Rule 902 under Regulation S under the Securities Act), based upon representations made by such investors.

In anticipation of the Merger (as defined below), on October 31, 2011, certain shareholders, including our two former executive officers and directors, Ms. Crystal Coranes and Ms. Rizalyn Cabrillas, surrendered in aggregate 30,000,000 shares of our common stock for cancellation, and on November 17, 2011, an additional 1,000,000 shares were surrendered for cancellation. Further, on April 19, 2012, an additional 12,000,000 shares were surrendered for cancellation by Ms. Coranes, and on April 30, 2012, an additional 2,000,000 shares were surrendered for cancellation. In total, of the 60,000,000 shares outstanding prior to October 31, 2011, an aggregate of 45,000,000 shares were surrendered for cancellation prior to the Merger. On March 12, 2012, the Company fulfilled some of the subscriptions pursuant to the Financing Agreement in the aggregate amount of $400,000 resulting in the issuance of 800,000 shares of common stock (along with warrants to purchase an additional 800,000 shares at $0.75 per share). As a result of the cancellations and the subscription fulfillment, our total number of issued and outstanding shares of common stock . . .

As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 16,502,121 shares of our common stock to the Oryon Members.

Warrants for 8,121,112 shares of common stock, with an exercise price of $0.31 per share will be issued as of the Closing in exchange for all Oryon warrants outstanding immediately prior to the Closing.

In addition, at Closing there will be outstanding Series A Warrants with the right to purchase 1,450,000 shares of Company common stock, each with an exercise price of $0.75 per share, related to the $725,000 portion of the financing as contemplated in the Merger Agreement that is completed as of the Closing.

In connection with the Merger, each outstanding option to purchase an Oryon unit will be exchanged for an option to purchase eight (8) shares of the Company's common stock under the Company's 2012 Equity Incentive Plan. Immediately prior to Closing, there were 345,388 options to purchase Oryon units outstanding. This is result in the issuance of options to purchase 2,763,104 shares of the Company's common stock at prices ranging from $0.13 per share to $0.63 per share.

Reference is made to the disclosures set forth under Item 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.

The issuance of the common stock, warrants, and options to the Oryon Members and Oryon Note Holders pursuant to the Merger Agreement, and the issuance of Series A Warrants, was exempt from registration in reliance upon Regulation D and/or Regulation S of the Securities Act as the investors are "accredited investors," as such term is defined in Rule 501(a) under the Securities Act and in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), such determination based upon representations made by such investors.

(a) Dismissal of Independent Certifying Accountant

Effective May 4, 2012, Madsen & Associates CPA's Inc. ("Madsen") was dismissed as the Company's independent registered public accounting firm. Madsen's report for the fiscal year ended January 31, 2012 was on the Company's financial statements for the Company's former operations prior to the reverse acquisition. On May 4, 2012, the Company completed a reverse acquisition with Oryon, which became the operations of the Company and the accounting acquirer on a going forward basis.

The dismissal of Madsen as the independent registered public accounting firm was approved by the Company's Audit Committee.

During the years ended January 31, 2012 and 2011, and during the period from January 31, 2012 to May 4, 2012, the date of dismissal, (i) there were no disagreements with Madsen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Madsen would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Madsen with a copy of the foregoing disclosures and requested that Madsen furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of Independent Certifying Accountant

Effective May 4, 2012, the Board of Directors of the Company engaged Montgomery, Coscia, Grelich LLP ("MCG") as its independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending December 31, 2012. MCG is the independent registered accounting firm for Oryon, and its report on the financial statements of Oryon at December 31, 2011 and 2010 and for the two years in the period then ended are included in the this Current Report on Form 8-K.

During each of the Company's two most recent fiscal years and through the interim periods preceding the engagement of MCG, the Company (a) has not engaged MCG as either the principal accountant to audit the Company's financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with MCG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by MCG concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or . . .

As more fully described in Item 2.01 above, incorporated herein by reference, on May 4, 2012, in a reverse acquisition transaction, we acquired Oryon, by executing the Merger Agreement. In accordance with the Merger Agreement, the Oryon Members received 16,502,121 shares of our common stock.

Immediately prior to the Merger, we had 15,800,000 shares of common stock issued and outstanding plus outstanding subscription agreements for an additional 650,000 shares of common stock. As a result of the Merger, the Oryon Members own approximately 50.1% of our issued and outstanding common stock, and Oryon became our wholly-owned subsidiary.

In connection with this change in control, and as explained more fully in Item 5.02 below, effective as of the Closing Date, Ms. Coranes and Ms. Cabrillas resigned as directors and officers of the Registrant. We appointed new officers and directors effective on the Closing Date. On March 15, 2012, we filed with the Securities and Exchange Commission and transmitted to holders of record of our securities the information required by Rule 14(f)-1 of the Securities Exchange Act of 1934.

The information contained in Item 2.01 above is incorporated by reference herein.

Resignation of Officers and Directors

As a condition to closing the Merger, Ms. Crystal Coranes and Ms. Rizalyn Cabrillas resigned as members of our Board of Directors. In addition, Ms. Coranes resigned as our President and Chief Executive Officer and Ms. Cabrillas resigned as our Chief Financial Officer and Secretary. In connection with their resignations, Ms. Cabrillas and Ms. Coranes each executed a Resignation and Release. Such documents are included as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K.

Appointment of Officers and Directors

At Closing, Messrs. Thomas P. Schaeffer, Mark E. Pape, Larry L. Sears, Jon S. Ross and Brendon W. Mills were appointed to our Board of Directors. In addition, effective at Closing, Mr. Schaeffer was appointed as our new President and Chief Executive Officer, and Mr. Pape was appointed as our new Chief Financial Officer, Treasurer and Secretary.

Our officers and directors as of May 4, 2012 are as follows:

Name                    Age   Position
Thomas P. Schaeffer     60    Director, President and Chief Executive Officer
Mark E. Pape            61    Director, Chief Financial Officer, Treasurer and Secretary
Larry L. Sears          57    Director
Jon S. Ross             48    Director
Brendon W. Mills        44    Director

Descriptions of our newly appointed directors and officers can be found in Item 2.01 above, in the section titled "Directors and Executive Officers - Current Management."

Change in Fiscal Year

In connection with the Merger, the Company's Board of Directors changed the Company's fiscal year end from January 31 to December 31, effective immediately. Accordingly, the Company will file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with the SEC on or before March 31, 2013. As the transition period covers one month or less, in accordance with the SEC's transition report rules as set forth in Rule 13a-10, the Company need not file a separate transition report and the Company's next Quarterly Report on Form 10-Q will contain the necessary financial information for the transition period.

Amended & Restated Bylaws

In connection with the Merger, the Company's Board of Directors adopted Amended & Restated Bylaws of the Company, effective as of the Closing Date (the "New Bylaws"). The following discussion briefly summarizes the significant differences between the previous Bylaws of the Company (the "Old Bylaws") and the New Bylaws.

Annual and Special Meetings of Shareholders

The Old Bylaws provide that the annual meeting of shareholders shall be held on the first Tuesday of August of each year at 2:00 PM. The New Bylaws provide that the Board of Directors shall determine the place and time of the annual meeting of shareholders in their sole discretion. The Old Bylaws provide that special meetings of shareholders may only be called by the President or the Board of Directors or by one or more shareholders holding not less than 10% of the voting power of the Company. The New Bylaws provide that special meetings of shareholders may be called by the President, Chief Executive Officer, Chairman of the Board, the Board of Directors or by one or more shareholders holding not less than 10% of the voting power of the outstanding shares entitled to vote.

Voting of Shares

The New Bylaws provide that the Company's Secretary shall prepare, or cause to be prepared, at least eleven days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, and that such list shall be open to the examination of any shareholder during usual business hours at least ten days prior to the meeting. In addition, the New Bylaws include qualification language regarding the rights of any one or more series of preferred stock voting separately by class or series, if any, with respect to the votes required at any shareholder meeting. The Old Bylaws did not contain either of the foregoing provisions regarding voting of shares.

The New Bylaws provide that whenever holders of any class or series of shares or group of classes or series of shares are entitled to elect one or more directors by the provisions of the Company's amended and restated Articles of Incorporation, any vacancies in such directorships and any newly created directorships of such class, series or group to be filled by reason of an increase in the number of such directors may be filled only by (i) the affirmative vote of (A) a majority of the directors elected by such class, series or group, then in office or (B) the sole remaining director so elected or
(ii) the vote of the holders of the outstanding shares of such class, series or group. The Old Bylaws did not contain the foregoing provision.

Special Meetings of the Board of Directors

The Old Bylaws provide that special meetings of the Board of Directors may be called at any time by the President, by any Vice President or by any two directors. The New Bylaws provide that special meeting of the Board of Directors may be called by the Chairman of the Board or the President, or by a majority of the directors then in office.

Uncertificated Shares

The New Bylaws include a provision that the Board of Directors may provide for the issuance of uncertificated shares, consistent with Section 78.235 of the Nevada Revised Statutes. This provision will allow the Company to issue its authorized capital stock as uncertificated shares. There will be no change to the Company's capital stock as a result of its ability to issue uncertificated shares. The Old Bylaws provide that a certificate or certificates for shares of the capital stock of the Company shall be issued to each shareholder when any such shares are fully paid up. The Old Bylaws did not contain a provision relating to uncertificated shares.

Indemnification

Although both the Old Bylaws and New Bylaws provide for the indemnification of directors or officers of the Company to the full extent permitted by law, the . . .

Reference is made to the reverse acquisition transaction under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. From and after the Closing of the transactions as set forth in the Merger Agreement, our primary operations consist of the business and operations of Oryon. Accordingly, we are disclosing information about Oryon's business, financial condition, and management in this Form 8-K.

Reference is made to the Merger under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. As a result of the closing of the voluntary share exchange transaction, our primary operations consist of the business and operations of Oryon. Accordingly, we are presenting the consolidated financial statements of Oryon as of and for the years ended December 31, 2011 and 2010 after giving effect to the acquisition of Oryon by the Registrant.

(a) Financial Statements of the Business Acquired

The audited consolidated financial statements of Oryon for the years ended December 31, 2011 and 2010, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.1 of this Form 8-K.

(b) Pro Forma Financial Information

The pro forma balance sheet, reflecting the combination of the balance sheets of the Registrant and Oryon for the years ended January 31, 2012 and December 31, 2011, respectively, including the notes to such balance sheet, is incorporated by reference to Exhibit 99.2 of this Form 8-K. No pro forma statement of operations is included as it would not be materially different from Oryon's consolidated statement of operations referenced in Item 9.01 (a) above.

(c) Shell Company Transactions

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d) Exhibits

 2.1         Agreement & Plan of Merger dated March 9, 2012 (incorporated by
             reference to the Registrant's Current Report on Form 8-K filed on
             March 14, 2012)

 3.1(a)      Articles of Incorporation (incorporated by reference to the
             Registrant's Registration Statement on Form S-1 filed on May 30, 2008,
             Registration No. 333-151269).

 3.1(b)      Amendment to Articles of Incorporation (incorporated by reference to
             the Registrant's Current Report on Form 8-K filed on August 9, 2010).

 3.1(c)      Amendment to Articles of Incorporation (incorporated by reference to
             the Registrant's Current Report on Form 8-K filed on November 28,
             2011).

 3.1(d)      Amendment to Articles of Incorporation (incorporated by reference to
             the Registrant's Quarterly Report on Form 10-Q filed on December 21,
             2011).

 3.1(e)      Amended & Restated Articles of Incorporation (incorporated by
             reference to the Registrant's Current Report on Form 8-K filed on
             March 21, 2012)

 3.2(a)      Bylaws (incorporated by reference to the Registrant's Registration
             Statement on Form S-1 filed on May 30, 2008, Registration No.
             333-151269).

 3.2(b)      Amended & Restated Bylaws*

10.1         Form of Series A Warrant (incorporated by reference to Exhibit B-2 to
             the Agreement & Plan of Merger dated March 9, 2012 filed as Exhibit
             2.1 to the Registrant's Current Report on Form 8-K filed on March 14,
             2012)

10.2         Form of Series C Warrant (incorporated by reference to Exhibit B-1 to
             the Agreement & Plan of Merger dated March 9, 2012 filed as Exhibit
             2.1 to the Registrant's Current Report on Form 8-K filed on March 14,
             2012)

10.3         Form of Securities Purchase Agreement and Warrant*

10.4         Commercial Lease Agreement by and between 4257 Kellway General
             Partnership and OryonTechnologies, LLC dated April 1, 2010*

--------------------------------------------------------------------------------
10.5     Form of OryonTechnologies, LLC Series C-1 Convertible Note*

10.6     Form of OryonTechnologies, LLC Series C-2 Convertible Note*

10.7     Form of OryonTechnologies, LLC Series C-3 Convertible Note*

10.8     Form of Indemnification Agreement for Directors of Oryon Holdings, Inc.
         (incorporated by reference to Exhibit G-1 to the Agreement & Plan of
         Merger dated March 9, 2012 filed as Exhibit 2.1 to the Registrant's
         Current Report on Form 8-K filed on March 14, 2012)

10.9     Resignation and Release - Rizalyn Cabrillas*

10.10    Resignation and Release - Crystal Coranes*

16.1     Letter of Madsen & Associates CPA's Inc.*

16.2     Consent of Montgomery Coscia Greilich LLP*

21       List of Subsidiaries*

99.1     Audited Consolidated Financial Statements of OryonTechnologies, LLC for
         the years ended December 31, 2011 and 2010*

99.2     Pro Forma Balance Sheet giving effect to the Merger as if it had occurred
         on January 31, 2012*

99.3     Unaudited Consolidated Financial Statements of OryonTechnologies, LLC for
         the quarters ended March 31, 2012 and 2011*

* Previously Filed