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EX-31.1 - CERTIFICATION - XLI Technologies, Inc.mineria_ex311.htm

 

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 SECURITES EXCHANGE ACT OF 1934

 

For the quarter period ended November 30 , 2014

 

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

 

For the transition period form ______________ to______________

 

Commission File number 333-190652

 

MINERIA Y EXPLORACIONES OLYMPIA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

30-0785773

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

Calle San Pablo, No. 8 Bo. Buenos Aires, Municipio Monsenor Novel, Dominican Republic

(Address of principal executive offices)

 

775-884-9380

(Registrant’s telephone number)

 

N/A

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Small reporting company

x

(Do not check if a small reporting company)

 

 

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

January 12, 2015: 75,000,000 common shares

 

 

 

 

PART I. FINANCIAL INFORMATION

  Page Number  
     

ITEM I.

Condensed Consolidated Financial Statements (unaudited)

 

3

 
       

Condensed Consolidated Balance Sheets as at November 30, 2014 and May 31, 2014

   

3

 
       

Condensed Consolidated Statement of Operations For the three and six months ended November 30, 2014 and 2013

   

4

 
       

Condensed Consolidated Statement of Cash Flows For the six months ended November 30, 2014 and 2013

   

5

 
       

Notes to the Condensed Consolidated Financial Statements.

   

6

 
       

ITEM 2.

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

   

10

 
       

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

   

17

 
       

ITEM 4.

Controls and Procedures

   

17

 
       

PART II. OTHER INFORMATION

   

18

 
       

ITEM 1.

Legal Proceedings

   

18

 
       

ITEM 1A.

Risk Factors

   

18

 
       

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

   

21

 
       

ITEM 3.

Defaults Upon Senior Securities

   

21

 
       

ITEM 4.

Mine Safety Disclosure

   

21

 
       

ITEM 5.

Other Information

   

21

 
       

ITEM 6.

Exhibits

   

22

 
       

SIGNATURES.

   

23

 

 

 
2

 

PART I – FINANCIAL STATEMENTS

 

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying condensed consolidated balance sheets of Mineria Y Exploraciones Olympia, Inc. and Subsidiary at November 30, 2014 (with comparative figures as at May 31, 2014) and the condensed consolidated statements of operations for the three and six months ended November 30, 2014 and 2013 and the condensed consolidated statements of cash flows for the six months ended November 30, 2014 and 2013 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Operating results for the three and six months ended November 30, 2014 are not necessarily indicative of the results that can be expected for the year ended May 31, 2015.

 

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    November 30,
2014
    May 31,
2014
 
    (Unaudited)      

ASSETS

         

CURRENT ASSETS

       

Cash

 

$

9,737

   

$

14,718

 

Prepaid expense

   

4,452

     

8,904

 
               

Total Current Assets

   

14,189

     

23,622

 
               

TOTAL ASSETS

 

$

14,189

   

$

23,622

 
               

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

               

CURRENT LIABILITIES

               

Accounts payable

 

$

12,977

   

$

11,454

 

Advances from related parties

   

75,667

     

50,522

 
               

Total Current Liabilities

   

88,644

     

61,976

 
               

STOCKHOLDERS’ DEFICIENCY

               

Common stock 550,000,000 shares authorized, at $0.001 par value; 75,000,000 shares issued and outstanding

   

75,000

     

75,000

 

Accumulated deficit

 

(149,455

)

 

(113,354

)

               

Total Stockholders’ Deficiency

 

(74,455

)

 

(38,354

)

               

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

$

14,189

   

$

23,622

 

 

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

 

 
3

 

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the three months ended
Nov. 30,
2014
   

For the three months ended
Nov. 30,
2013

    For the six
months ended
Nov. 30,
2014
    For the six
months ended
Nov. 30,
2013
 
                 

REVENUES

 

$

-

   

$

-

   

$

-

   

$

-

 
                               

EXPENSES

                               
                               

Exploration

   

2,150

     

19,188

     

2,150

     

19,459

 

General and administrative expenses

   

6,837

     

4,622

     

33,951

     

18,597

 
                               

NET LOSS

 

$

(8,987

)

 

$

(23,810

)

 

$

(36,101

)

 

$

(38,056

)

                               

NET LOSS PER COMMON SHARE

                               
                               

Basic and diluted

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

                               

WEIGHTED AVERAGE OUTSTANDING SHARES

                               
                               

Basic and diluted

   

75,000,000

     

75,000,000

     

75,000,000

     

75,000,000

 

 

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

 

 
4

 

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the six
months ended
Nov. 30,
2014
    For the six
months ended
Nov. 30,
2013
 
         

CASH FLOWS FROM OPERATING ACTIVITIES:

       
         

Net loss

 

$

(36,101

)

 

$

(38,056

)

               

Adjustments to reconcile net loss to net cash used in operating activities:

               
               

Expenses paid by related parties

   

145

     

203

 

Changes in operating assets and liabilities:

               

Prepaid expense

   

4,452

         

Accounts payable

   

1,523

     

8,665

 
               

Net Cash Used in Operating Activities

 

(29,981

)

 

(29,188

)

               

CASH FLOWS FROM FINANCING ACTIVITIES

               
               

Advances from related parties

   

25,000

     

25,000

 
               

Net Cash Provided by Financing Activities

   

25,000

     

25,000

 
               

Net Increase (Decrease) in Cash

   

4,981

   

(4,188

)

               

Cash at Beginning of Period

   

14,718

     

26,166

 
               

CASH AT END OF PERIOD

 

$

9,737

   

$

21,978

 

 

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

 

 
5

 

MINERIA Y EXPLORACTIONES OLYMPIA, INC. AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

(Unaudited)

 

1. ORGANIZATION AND BASIS OF PRESENTATION

 

The Company, Mineria Y Exploraciones Olympia, Inc., was incorporated under the laws of the State of Nevada on August 22, 2012 with the authorized capital stock of 550,000,000 shares at $0.001 par value.

 

The Company’s wholly owned subsidiary Consorcio de Mineria y Exploraciones Olympia, SRL, is a Limited Liability Company, incorporated September 4, 2012, under the laws and regulations of the Dominican Republic.

 

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date the former mineral claim held by the Company was cancelled by the Director of Mining for the Dominican Republic resulting in the Company no longer having the rights to the minerals on the Olympia claim. The Company is presently seeking a replacement mineral claim either in the Dominican Republic or elsewhere in the world.

 

The interim financial statements for the three and six months ended November 30, 2014 and 2013 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements for the year ended May 31, 2014, as filed with the SEC.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Method

 

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

 

Consolidated Financial Statements

 

The Company consolidates its financial statements with that of its wholly owned subsidiary, Consorcio de Mineria y Exporaciones Olympia, SRL wherein all intercompany accounts are eliminated upon consolidation.

 

Dividend Policy

 

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

 

Basic and Diluted Net Loss per Share

 

Basic net loss per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. The Company has no common stock equivalents at November 30, 2014 and 2013.

 

 
6

 

Evaluation of Long-Lived Assets

 

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 

Impairment of Long-lived Assets

 

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

 

Foreign Currency Transactions

 

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

 

 

(i)

Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

 

 

 
 

(ii)

Non-Monetary items including equity are recorded at the historical rate of exchange; and

 

 

 
 

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

 

Revenue Recognition

 

Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer.

 

Mineral claim acquisition and exploration costs

 

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

 

Advertising and Market Development

 

The company expenses advertising and market development costs as incurred.

 

 
7

 

Financial Instruments

 

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

 

Estimates and Assumptions

 

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

 

Statement of Cash Flows

 

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

 

Environmental Requirements

 

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2014.

 

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

 

3. ACQUISITION OF MINERAL CLAIM

 

On August 28, 2012, the Company acquired the Olympia Gold Claim located in the Dominican Republic for $13,000.

 

The Olympia Gold Claim consisted of 3,315 (Three Thousand Three Hundred and Fifteen Mining Hectares) or 8,191 acres, located in the province of San Jose de Ocoa, municipality of San Jose de Ocoa, in the Southwestern region of the country, at about 112 kilometers from the city of Santo Domingo, capital of the Dominican Republic. During the quarter the Director of Mines for the Dominican Republic cancelled the rights to the minerals on the Olympia Gold Claim resulting in the Company no longer having any interest in the minerals thereon.

 

The Company determined indicators of impairment existed at May 31, 2014, and based on its cash flows assessment on that date, determined an impairment loss should be recorded in the amount of $13,000.

 

 
8

 

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

 

During the six months ended November 30, 2014 and 2013, the Company’s sole director paid $145 and $203, respectively, for operating expenses on behalf of the Company and made advances of $25,000 and $25,000, respectively, to the Company. Total advances from related parties were $75,667 at November 30, 2014. These amounts are reported as Advances from related parties on the balance sheet. These amounts are non-interest bearing and payable on demand.

 

The sole director and officer of the Company originally purchased 100% of the issued and outstanding shares of the Company for $75,000.

 

5. COMMON STOCK

 

On September 4, 2012, the Company issued 75,000,000 common shares to its sole director and officer for $75,000. On January 22, 2014, the sole director and officers sold 25,000,000 common shares, as set forth in the Company’s effective registration statement, resulting in him owning 66.7% of the issued and outstanding shares.

 

6. GOING CONCERN

 

The Company will need additional working capital to accomplish its intended purpose of exploring its mining claim, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through Director’s advances, additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

 
9

 

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

 

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, particularly in the sections titled “Risk Factors” and “Forward-Looking Statements.”

 

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

 

Our Company was formed under the laws of the State of Nevada on August 22, 2012.

 

Our offices are located at Calle San Pablo, No. 8 Bo. Buenos Aires, Municipio Monsenor Novel, Dominican Republic and can be reached at 809-223-2353.

 

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

 

We shall continue to be deemed an emerging growth company until the earliest of—

 

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

 

(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

 

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

 

Mineria Y Exploraciones Olympia, Inc. was incorporated on August 22, 2012 under the laws of the State of Nevada and is currently in good standing with the Secretary of State. On September 2, 2012 the Company incorporated a wholly owned subsidiary in the Dominican Republic named Consorcio de Mineria & Exloraciones Olympia, SR. Though its subsidiary the Company acquired the mineral rights to the Olympia located north of the city of Santo Domingo in the Dominican Republic. In order to determine if there existed any mineralization on the Olympia the subsidiary undertook ground exploration in the early part of 2013 and in February obtained a geological report authored by Hilario Santos Sosa, Professional Geologist. Based on these results the Company undertook a further sampling program in the fall of 2013. During the present quarter the Director of Mines for the Dominican Republic cancelled the Company’s interest in the minerals located on the Olympia resulting in the Company having no further interest in the minerals thereon. Nevertheless, the Company is seeking to locate another mineral claim either in the Dominican Republic or another jurisdiction.

 

 
10

 

Sadler Gibb & Associates, Inc. have stated in their audit report dated August 27, 2014 that we might cease as a going concern. Their wording in their report is as follows:

 

“The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to accomplish its intended purpose and to service its debt, which raises substantial doubt about its ability to continue as a going concern”.

 

Our auditors believe there is substantial doubt that our company can continue as an on-going business for the next twelve months unless there is an addition injection of capital into our company. We did not produce any revenue from the Olympia prior to the Company’s rights being cancelled by the Director of Mines for the Dominican Republic. Therefore we must seek other sources of funds other than from the any future mineral property we acquire in order for us to be a going concern. One way is to seek funds from new investors or to have our current director and officer advance funds to us in addition to the funds he has already advanced to the Company being $75,000.

 

There is no assurance that a commercially viable mineral deposit or reserve will exist on any new mineral claim we acquire. Such work to identify a mineral deposit could take many years of exploration and would require expenditure of a substantial amount of capital, capital which we do not currently have and may never be able to raise.

 

We have no full-time employees and our management devotes a small percentage of his time to the affairs of the Company.

 

Overview

 

Mineral claim

 

At the present time the Company does not have a mineral claim to explore and eventually develop due to its former mineral claim, the Olympia Gold Claim, having its rights to the minerals thereon being cancelled by the Director of Mines for the Dominican Republic. No explanation was given as to the reason of the cancellation. Nevertheless, it is the Company’s intention to seek another mineral property of merit either in the Dominican Republic or in another jurisdiction. At the present time no mineral property has been identified.

 

Employees

 

As of the date of this Form 10-Q, we have no employees other than our executive officer and director, who devotes approximately twenty four hours per week to our operations.

 

Research and Development Expenditures

 

We have not incurred any research expenditures since our incorporation.

 

Patents and Trademarks

 

We do not own, either legally or beneficially, any patent or trademark.

 

The Company’s Main Product

 

At present we do not have a main product since we did not define an ore reserve on the Olympia prior to its cancellation and hence were unable to sell any minerals from it. Any mineral property identified in the future will have as its main minerals either gold or silver.

 

 
11

 

Plant and Equipment

 

With the Dominican Republic being a hub for mining activities in the Caribbean, ultra modern equipment is used by the various mining companies. The high safety standards enforce the level of good equipment being available with the most modern and up to date mining equipment being at our disposal. If we identify a mineral claim in the Dominican Republic we will not be building any plant on the claim until such time as an ore reserve is discovered and evaluated.

 

PLAN OF OPERATIONS

 

Our financial commitments for the next twelve months consist of primarily related expenses continuing to be a reporting company, various expenses required to maintain the company during the next twelve months and approximately $10,000 associated with the identification of a new mineral claim for a total estimate of outlay of funds of $56,602 less cash on hand as of November 30, 2014 of $9,737. Including the identification of a new mineral claim, we will have to incur the following estimated expenses over the next twelve months:

 

Expenses

  Amount  

Description

       

Accounting

 

$

6,725

 

Fees to the independent accountant for preparing the quarter and annual financial statements to be reviewed and examined by the independent accountants.

Audit

   

11,500

 

Review of the quarterly financial statements and examination of the annual financial statements.

Claim - mineral

   

10,000

 

To identify and obtain the mineral rights to a replacement claim for the Olympia Gold Claim.

Legal

   

5,000

 

Estimated legal expenses for the forthcoming year.

Edgar filing service fees

   

7,400

 

Engagement of Edgar service entity to file reports with the SEC; future Forms 10-K and 10-Q.

Office

   

1,000

 

General office supplies.

Transfer agent’s fees

   

1,000

 

Annual maintenance fee and preparation of share certificates and other documents periodically required.

Miscellaneous

   

1,000

 

Printing, photocopy and courier.

Estimated expenses

   

43,625

   

Payment to third parties

   

12,977

   
   

56,602

   

Less: Cash

 

(9,737

)

Cash as at November 30, 2014

Cash Requirements

 

$

46,865

   

 

We do not intend to hire any employees at this time. All of the work on a new to be identified mineral claim will be conducted by unaffiliated independent contractors that we will hire under the supervision of our President, who is a geologist himself.

 

RESULTS OF OPERATIONS

 

Foreign Currency and Exchange Rates

 

Our former mineral property was located in the Dominican Republic. However, costs expressed in the financial statements are expressed in United States Dollars. Any future work to be conducted on a new mineral claim will be paid in United States dollars although wages to the workers will be paid in Dominican Pesos after conversion from United States currency. The functional currency is considered to be US dollars.

 

 
12

 

Results of Operations for the three and six months ended November 30, 2014 and 2013.

 

The expenses incurred for the three and six months ended November 30, 2014 and 2013 are shown as follows:

 

Expense

  Three months ended
Nov. 30,
2014
    Three months ended
Nov. 30,
2013
    Six months
Ended
Nov. 30,
2014
    Six months
Ended
Nov. 30,
2013
 
                 

Accounting and audit

 

$

3,550

   

$

2,450

   

$

10,125

   

$

8,325

 

Amortization of prepaid expenses

   

2,226

     

-

     

4,452

     

-

 

Consulting

   

-

     

-

     

-

     

5,250

 

Edgarizing

   

813

     

-

     

1,826

     

-

 

Exploration expenses

   

2,150

     

19,188

     

2,150

     

19,459

 

Filing fees

   

-

     

-

     

764

     

250

 

Legal

   

-

     

1,600

     

2,170

     

3,000

 

Office

   

48

     

177

     

359

     

445

 

Transfer agent fees

   

200

             

13,670

     

764

 

Travel

   

-

     

395

     

585

     

563

 

Total

 

$

8,987

   

$

23,810

   

$

36,101

   

$

38,056

 

 

Liquidity and Capital Resources

 

As of November 30, 2014, the Company had cash of $9,737 and prepaid expense of $4,452, with outstanding debt to creditors of $88,644 including $75,667 owed to related parties representing a negative working capital of $74,455.

 

Our auditors, in their audit report dated August 27, 2014, have indicated there is substantial doubt about our abilities to continue as a going concern since we will require additional working capital to undertake our planned objectives. At the present time, we do not have adequate funds to meet our financial obligations over the next twelve months and to undertake further exploration work on the Olympia.

 

We need funds to stay in business and will have to investigate other avenues of raising funds. Several methods available to the Company are for our sole director and officer to advance the needed funds to the Company, in addition to the $75,000 he has already advanced, to meet its financial obligations over the next twelve months or to undertake a further issuance of shares. No decision in this regard has been made by management. If funds are not available the Company will have to cease operations and lose the rights to the minerals on a new mineral claim. The Company could seek out a business arrangement with another company whereby a percentage interest in the Olympia would be given in order for exploration work to be undertaken. No entity has been identified at this time and there is a strong possible none will ever be identified.

 

We cannot assure that additional capital required to finance our operations will be available on acceptable terms, if at all. 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.

 

 
13

 

Milestones We Must Achieve

 

The milestones we have achieved since inception and what we plan to achieve in the future are as follows:

 

 

1.

Incorporated a wholly owned subsidiary in the Dominican Republic and identified through our director the Olympia.

 

 

 

 

2.

Undertook two exploration programs on the Olympia wherein soil, rock and sediment samples were taken an analyzed by Acme Laboratories in Canada.

 

 

 

 

3.

Analysis of Phase I of our exploration program on the Olympia has been completed and a geological report has been prepared on the samples assayed for mineralization. Based on these results our director extended the sampling program previously undertaken and is awaiting the results therefrom. This program cost approximately $19,000. Unfortunately the rights to the minerals on the Olympia were cancelled by the Director of Mines.

 

 

 
 

4.

The Company became a reporting company on December 17, 2013.

 

 

 

 

5.

Consolidated financial statements for various periods required to be filed with the SEC by a reporting company.

 

 

 
 

6.

The Company has now obtained a quotation on the OTC Bulletin Board.

 

Risk Associated with other mineral claims identified in the future.

 

Our Company is aware of certain risk associated with any new mineral claim it will acquire in the near future:

 

Money spent on the Olympia has been lost with the cancellation of the mineral rights to the claim. No reason was given for the cancellation by the Director of Mines for the Dominican Republic.

 

In the future any new mineral property acquired by the Company might not be of the tonnage nor grade to make it profitable to mine it. Without the tonnage or grade there is no point in our Company trying to mine and sell the mineral on a new mineral claim. Another factor which must be borne in mind is that the world price for minerals fluctuates on a daily bases and hence even if the tonnage and grades are there the price per ounce might be too low to make it worthwhile for us to extract the minerals. For example, during 2013 and 2014 international gold prices have decreased in value significantly and there is no certainty that they will again rise to their previous prices.

 

Because we are small and have not undertaken any exploration work on a new mineral claim we might find it extremely difficult to raise money for future exploration work. If our director wishes to continue exploring he may have to contribute the funds to the Company himself.

 

Mining has many risks attached to it which we are presently not insured against and may never be. For example, a new mineral claim might be subject to cave-ins or moving rocks which will injure our workers and which might lead to court action and government intervention. Without insurance any funds we have on hand would have to be directed to disputing any claim made against us.

 

 
14

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 of the Notes to the Consolidated Financial Statements, and several of those critical accounting policies are as follows:

 

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

 

Mineral claim acquisition and exploration costs. The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2014.

 

The Company does not expect the adoption of other recent accounting pronouncements to have a material impact on its financial statements.

 

Trends

 

Management is unaware of any trends either currently or in the past which will have an impact on our operations. Any known risks are detailed starting on page 19 under “Risk Factors”.

 

Public Market for Common Stock

 

Our shares are quoted on the OTC Bulletin Board (“OTCBB”) and therefore we must adhere to the rules and regulations of the OTCBB and the SEC.

 

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

 

 
15

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

Holders of Our Common Stock

 

As of the date of this Form 10-Q, we have 41 stockholders including our sole officer and director.

 

Rule 144 Shares

 

Mr. Garcia may sell his shares under Rule 144 under the Securities Act, if applicable, rather than under our effective registration statement. After selling his shares registered under the registration statement Mr. Garcia may sell under Rule 144 the remaining 50,000,000 common shares he has so long as he adheres to the requirements of Rule 144. The requirements are as follows:

 

 

1.

Mr. Garcia must hold the restricted shares for a certain period of time. Since our Company is a “reporting company” in that it is subject to the reporting requirements of the Securities Act of 1934, then Mr. Garcia must hold the securities for at least six months. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to the restricted 50,000,000 shares held by Mr. Garcia. This does not include unrestricted shares purchase by Mr. Garcia in the public market. But the resale of his shares as control securities is subject to other conditions of the rule.

 

 

 

 

2.

There must be adequate current information about our Company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.

 

 

 

 

3.

Since Mr. Garcia is an affiliate, the number of equity securities he may sell during any three month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on the stock exchange, the greater of 1% of the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.

 

 

 

 

4.

Sales of the shares of Mr. Garica must be handled in all respects as routine trading transactions, and brokers may not receive more than the normal commission. Neither Mr. Garcia nor the broker can solicit orders to buy the securities.

 

 

 

  5.

Mr. Garcia must file notice of the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months from filing the notice and, if the securities have not been sold, Mr. Garcia must file an amended notice.

 

In addition, Mr. Garcia is responsible for complying with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable of such Mr. Garcia in connection with resale of his share pursuant to our effective registration statement.

 

Mr. Garcia is completely aware that while he is engaged in a distribution of his shares as outlined in the registration statement he is required to comply with Regulation M pumulgated under the Securities Exchange Act of 1934, as amended. Regulation M precludes Mr. Garcia, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered in the registration statement.

 

 
16

 

Registration Rights

 

We have not granted registration rights to any person.

 

Dividends

 

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

 

 

1.

We would not be able to pay our debts as they become due in the usual course of business; or

 

 

 

 

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, which is our Chief Executive Officer/ Chief Accounting Officer, both being the same individual, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of November 30, 2014 (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer/Chief Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting.

 

Disclosure controls and procedures are those controls and 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/Chief Accounting Officer, to allow timely decisions regarding required disclosure.

 

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as noted below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the six months ended November 30, 2014 fairly present our financial condition, results of operations and cash flows in all material respects

 

Material Weaknesses

 

Management assessed the effectiveness of our internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

 

 

1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of November 30, 2014, we did not have an audit committee nor a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

 

 

 

 

2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

 

 

 

 

3.

There is no system in place to review and monitor internal control over financial reporting. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

 

Changes in Internal Controls

 

There were no changes in our internal control over financial reporting during the six months ended November 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
17

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not engaged in any legal proceedings.

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

This Form 10-Q contains statements that constitute forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our growth strategies, (b) anticipated trends in our industry, (c) our future financing plans, (d) our anticipated needs for working capital and (e) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q, specifically the section entitled “Risk Factors” as outlined below. These statements may be found under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

 

RISK FACTORS

 

An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Mineria Y Exploraciones Olympia, Inc. contained in this Form 10-Q, any future investor in our common shares should be aware that our business faces numerous financial, market, economic and business risks.

 

The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.

 

Risks Associated with Our Business

 

Our auditors have substantial doubt as to whether we will be able to continue as a going concern.

 

Our auditors, in their report dated August 27, 2014, have assumed the consolidated financial statements, included herein, have been prepared assuming our Company will continue as a going concern. They have indicated we will need additional working capital for our future development, including the exploration of the Olympia claim and for meeting our financial obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern. With an estimate of $56,602 required over the next twelve months and with cash on hand as at November 30, 2014 of $9,737 there is not sufficient cash to meet our financial obligations over the next twelve months since we would have to require an additional $46,865 to meet our financial obligations. Unless future funds can be raised we will have to cease operations.

 

 
18

 

We have no revenues, lack profitable operations, and have incurred losses which we expect to continue into the future.

 

We were incorporated in 2012 and have not yet conducted any significant exploration activities on the Olympia prior to its being cancelled by the Director of Mines for the Dominican Republic. We have no revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure. We operations are not profitable and our net loss from inception to November 30, 2014 is $149,455. Based upon current plans, we expect to incur operating losses in future periods in connection with our exploration and evaluation of any mining claim we acquire.

 

We have no known ore reserves and we cannot guarantee that we will find any gold and/or other valuable mineralization or, if we find gold and/or valuable mineralization, that it may be economically extracted. If we fail to find any gold and/or other valuable mineralization or if we are unable to find gold and/or valuable mineralization that may be economically extracted, we will have to cease operations.

 

We have no known ore reserves due to at this time not having a mineral claim. Even if we find gold and/or other valuable mineralization on our new yet to be identified mineral claim we cannot guarantee that any gold and/or other valuable mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold and/or other valuable mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold and/or other valuable mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations. Our ability to achieve profitability and positive cash flow in the future is dependent upon:

 

 

*

our ability to locate a profitable mineral property;

 

*

our ability to locate an economic ore reserve; and

 

*

our ability to profitably extract the mineral and generate revenues

 

Because we are small company, have limited capital and at the present time do not have a mineal claim to develop, we will be limited in our exploration activities.

 

The possibility of development of and production from a new mineral claim depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists. We are small company and do not have much capital. We must limit our exploration activity which may adversely affect our ability to find ore reserves since we do not have the capital that other larger companies may have to find ore. Further, because of our limited capital we can afford to explore only one mining claim which increases our risk due to lack of diversification.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability a new mineral claim we acquire will not contain any reserves, and any funds spent on exploration will be lost.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability a new mineral claim will not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of your investment.

 

 
19

 

Even with positive results during exploration, a new unidentified mineral claim might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

 

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible. If the cost of extracting any minerals that might be found on a new mineral claim is in excess of the selling price of such minerals, we would not be able to develop the claim. Accordingly even if ore reserves were found on an unidentified mineral claim, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the new unidentified mineral claim and seek another mineral property to develop, or cease operations altogether.

 

Mineral exploration and development activities are inherently risky. If such an adverse event were to occur it may result in a loss of your investment.

 

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Our future mineral claim might not have a known body of commercial ore. Should our mineral claim be found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of a new mineral claim. Previous mining exploration activities may have caused environmental damage to a newly acquired mineral claim. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective.

 

Because our sole officer and director has other outside business activities and may not be in a position to devote a majority of his time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration.

 

Our President will be devoting only 15% of his time, approximately 24 hours per month, to our business unless we are undertaking an exploration program whereby his hours will increase during those months. As a consequence of the limited devotion of time to the affairs of the Company expected from our sole director and officer, our business may suffer. For example, because our officer and director has other outside business activities due to being a professional geologist who at times contacts his services to other exploration companies our exploration activity may be sporadic or may be periodically interrupted or suspended.

 

Currency conversion control could adversely affect the Company’s operations and profitability.

 

The Company’s financial statements are reported in U.S. dollars. We intend to conduct exploration activity on the Olympia located in the Dominican Republic. Accordingly, the Company’s value of its assets and reporting of its operations may be adversely affected by negative changes in the exchange rate of the Dominican peso against the U.S. dollar.

 

Risks Associated with our Common Shares.

 

Our sole officer and director owns a substantial amount of our common stock and will have substantial influence over our operations.

 

Our sole director and officer currently owns 50,000,000 shares of common stock representing 66.7% of our outstanding shares. Mr. Garcia purchased the original number of shares, being 75,000,000 shares for $0.001 per share. He registered for resale 25,000,000 of his shares at a price of $0.002 per share. On January 22, 2014, he sold the entire 25,000,000 shares. With 66.7% of the issued and outstanding shares, he will have substantial influence over our operations and can effect certain corporate transaction without further shareholders’ approval. This concentration of ownership may also have the effect of delaying or preventing a change in control.

 

 
20

 

We will need to sell additional shares of common stock for additional capital for our operations that will result in ownership dilution to our existing shareholders.

 

We need to raise additional capital through the sale of our common stock. This will result in ownership dilution to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

 

Penny Stock Regulations Affect Our Stock Price, Which May Make It More Difficult For Investors To Sell Their Stock.

 

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.

 

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

 

There has been no change in our securities since the fiscal year ended May 31, 2014.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable

 

ITEM 5. OTHER INFORMATION

 

During the current period the Company was advised by the Director of Mining for the Dominican Republic that its mineral rights to the Olympia claim had been cancelled. Therefore the Company has not further rights to the minerals on the Olympia.

 

 
21

 

ITEM 6. EXHIBITS

 

(a) (3) Exhibits

 

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

 

3(i)

 

Articles of Incorporation (incorporated by reference from Mineria Y Exploraciones Olympia’ Registration Statement on Form S-1 filed on August 16, 2013, Registration No.333-190652)

 

 

 

3(ii)

 

By-laws (incorporated by reference from Mineria Y Exploraciones Olympia’ Registration Statement on Form S-1 filed on August 16, 2013, Registration No. 333-190652)

 

31.1

 

Certification of Chief Executive Officer/Chief Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 

 

 

32.1

 

Certification of Chief Executive Officer/Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 

 

 

101.INS

 

XBRL Instance Document (*)

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document (*)

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (*)

 

 

 

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document (*)

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (*)

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document (*)

_____________ 

(*) Filed herewith

 

 
22

 

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.

 

 

MINERIA Y EXPLORACIONES OLYMPIA INC.

 

 

(Registrant)

 

   

Date: January 12, 2015

By:

/s/ “Francisco Antonio Jerez Garcia”

 

 

FRANCISCO ANTONIO JEREZ GARCIA

 

  Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President and Director

 

 

23