UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended February 29, 2016

Commission File Number: 000-55118

Registrant's telephone number, including area code: (424) 653-0120

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of "large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

Number of shares of common stock of the registrant: 40,500,000 outstanding as of April 18, 2016.

PART I – FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Financial Statements

February 29, 2016

XLI TECHNOLOGIES, INC.
(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Balance Sheets

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

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Statements of Operations

(unaudited)

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

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Statements of Cash Flows

(unaudited)

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

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

1. Nature of Operations and Continuance of Business

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations from the sale of light sheets. At February 29, 2016, the Company has recorded minimal revenues of $10,000, has a working capital deficit of $2,028,182, and an accumulated deficit of $8,002,524. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

These condensed consolidated financial statements for the periods ended February 29, 2016 and May 31, 2015 include the accounts of the Company, and Bosch International, LLC, the Company's wholly owned subsidiary . All intercompany transactions and balances have been eliminated on consolidation.

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year end is May 31.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of convertible debentures, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

2. Summary of Significant Accounting Policies (continued)

These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, inventory, accounts payable and accrued liabilities, amounts due to related parties, loans payable, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at February 29, 2016 and May 31, 2015, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

2. Summary of Significant Accounting Policies (continued)

The Company recognizes and accounts for revenue of the sale of light sheets in accordance with ASC 605, Revenue Recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer, and collection is reasonably assured.

Inventory is comprised of light sheets and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

In October 2015, the Company entered into a license agreement whereby the Company obtained exclusive and non-exclusive license rights related to the distribution of light sheets in Canada and the United States. The license provides the Company's sole supplier of light sheets to be distributed in the United States for movie theatres and cinema companies.

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At February 29, 2016, the Company had 1,996,528 (May 31, 2015 – nil) potentially dilutive common shares from outstanding convertible debentures.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Inventory

As at February 29, 2016, the Company had acquired inventory with a cost of $215,675 (May 31, 2015 - $65,005). This inventory is classified as finished goods as it is ready to sell to third parties.

4. Deferred Financing Costs

During the period ended February 29, 2016, the Company incurred $65,000 (May 31, 2015 – $nil) in legal and finders' fees in relation to the issuance of convertible debentures. These amounts have been deferred and amortized straight-line over the term of the convertible debentures. As at February 29, 2016, the Company amortized $15,476 of the deferred financing costs which has been included in interest expense. As at February 29, 2016, the carrying value of the deferred financing costs was $49,524 (May 31, 2015 - $nil).

5. Loan Payable

6. Convertible Debentures

In accordance with ASC 815-15, "Derivatives and Hedging", the Company recorded a derivative liability which resulted in a full discount to the convertible debenture of $250,000 with the excess of the derivative being recorded as a loss on change in fair value of derivative liability. The carrying value of the discount will be charged to operations over the term of the convertible debenture. During the period ended February 29, 2016, the Company amortized $207 of the debt discount to interest expense. As at February 29, 2016, the carrying value of the debenture was $207 (May 31, 2015 - $nil).

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

6. Convertible Debentures (continued)

7. Derivative Liability

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815-15 "Derivatives and Hedging". The fair value of the derivative was calculated using a Black-Scholes model. The fair value of the derivative liability is revalued on each period end date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended February 29, 2016, the Company recorded a loss on the change in fair value of derivative liability of $276,721. As at February 29, 2016, the Company recorded a derivative liability of $1,872,150 (May 31, 2015 - $nil).

The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended February 29, 2016:

A summary of the activity of the derivative liability is shown below:

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

8. Stockholders' Equity

Preferred Stock

Authorized:  100,000,000 shares of which the Company currently has the following two designated series:

Series A Preferred Stock

Authorized: 100,000 preferred shares

Issued and outstanding: nil preferred shares

Series A Preferred Stock carry 7,000 votes per share.

Series B Preferred Stock

Authorized: 4,700,000 preferred shares

Issued and outstanding: nil preferred shares

Series B Preferred Stock do not carry any voting rights and each share is convertible, at the option of the holder at any time after six months from the date of issuance, into common shares at a conversion price equal to the volume weighted average price for the ten trading days prior to the date of the written notice of conversion but not less than $10 per preferred share. The Company has the right to redeem the Series B preferred stock at a price of $10 per share and the preferred stock carry a liquidation price of $10 per share which holders have the right to receive upon change of control. The Series B Preferred Stock were authorized on March 9, 2016. Refer to Note 10(c).

Common Stock

Authorized: 700,000,000 common shares

Issued and outstanding: 100,000,000 common shares

Subscription Payable

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

9. Related Party Transactions

10. Subsequent Events

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

GENERAL

This Quarterly Report on Form 10−Q (the "Form 10−Q") contains "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company's current expectations of the future results of its operations, performance and achievements. Forward-looking statements are covered under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company has tried, wherever possible, to identify these statements by using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends" and similar expressions. These statements reflect management's current beliefs and are based on information now available to it. Accordingly, these statements are subject to certain risks, uncertainties and contingencies that could cause the Company's actual results, performance or achievements in 2015 and beyond to differ materially from those expressed in, or implied by, such statements. Such statements, include, but are not limited to, statements contained in this Form 10-Q relating to our business, financial performance, business strategy, recently announced transactions and capital outlook. Important factors that could cause actual results to differ materially from those in the forward- looking statements include: a continued decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the ability to protect our intellectual property rights; the impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in product development; the inability to raise capital to fund continuing operations; changes in government regulation; the ability to complete customer transactions, and other factors relating to our industry, our operations and results of operations and any businesses that may be acquired by us. Should one or more of these or other risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Additional risks, uncertainties, and other factors are set forth in our registration statement on Form S-1 filed with the Commission on April 1, 2016 and in future reports the Company files with the Commission. Readers of this Form 10−Q should not place undue reliance on any forward-looking statements. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.

You should read the following discussion and analysis of the financial condition and results of operations of the Company together with the financial statements and the related notes presented in Item 1 of this Form 10-Q.

Results of Operations

Three Months Ended February 29, 2016

During the three months ended February 29, 2016, the Company incurred general and operating expenditures of $6,375,477. The increase in general and operating expenditure was due to an increase in consulting, media and advertising, professional fees, and operating costs as the Company increased its operating activity during the current period.

In addition to operating expenditures, the Company also recorded interest expense of $27,205 relating to accrued interest on loans payable, accrued interest on convertible debentures, amortization of deferred financing costs, and accretion of discount on convertible debentures. During the three months ended February 29, 2016, the Company recorded a loss on change in fair value of convertible debentures of $1,372,150. For the three months ended February 29, 2016, the Company incurred a net loss of $7,774,832 or $0.14 loss per share.

Nine Months Ended February 29, 2016

During the nine months ended February 29, 2016, the Company recorded revenues of $10,000 related to the sale of light sheets, and cost of goods sold of $3,010. The Company also incurred general and operating expenditures of $6,584,895 relating to management and consulting fees, media and advertising, general and administration, and professional fees related to the Company's SEC filings and for the reverse takeover transaction that occurred on October 21, 2015.

In addition to operating expenditures, the Company also recorded interest expense of $52,457 which related to accrued interest on loans payable, accrued interest on convertible debentures, amortization of deferred financing costs, and accretion of discount on convertible debentures. During the nine months ended February 29, 2016, the Company recorded a loss on change in fair value of convertible debentures of $1,372,150. For the nine months ended February 29, 2016, the Company incurred a net loss of $8,002,512 or $0.17 loss per share.

Liquidity and Capital Resources

At February 29, 2016, the Company had assets of $278,689 compared to $105,028 at May 31, 2015. The increase in total assets was due to an increase in inventory of light sheets of $215,675, prepaid expense of $10,000 and deferred financing cost of $49,524 offset by a decrease in deposits of $65,005 and cash of $36,533 as the Company had operating expenditures that were greater than the rate of proceeds of financing.

The Company had total liabilities of $2,306,871 at February 29, 2016 compared to $105,000 at May 31, 2015. The increase in total liabilities was due to an increase in accounts payable and accrued liabilities of $72,094 related to unpaid professional fees, salaries to the Company's CEO, and accrued interest on the loans payable, amounts due to related parties of $26,195, loans payable of $231,152 which was mainly used for the purchasing of the light sheets for future sales and for general and operating expenditures, $280 in convertible debentures net of discounts of $512,220, and derivative liability of $1,872,150.

At February 29, 2016, the Company had a working capital deficit of $2,028,182 compared to working capital of $28 at May 31, 2015. The decrease in working capital is based on the fact that the Company used proceeds from short-term financing to pay outstanding operating expenses as they became due as well as recording a derivative liability for accounting purposes relating to the conversion feature of the convertible debentures issued during the period.

Cash Flow from Operating Activities

Cash Flow from Investing Activities

During the nine months ended February 29, 2016, the Company did not have any investing activities.

Cash Flow from Financing Activities

During the nine months ended February 29, 2016, the Company received proceeds of $726,437 from financing activities comprised of $435,000 of proceeds from convertible debentures, $251,152 of proceeds from loans payable, $109,785 from related parties, and $50,000 for subscriptions payable offset by the repayment of $20,000 of loans payable and $99,500 to the President and Director of the Company.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, there is substantial doubt of our ability to continue as a going concern.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer has concluded that our disclosure controls and procedures were not effective as of February 29, 2016 as the Company has no formal segregation of duties given it has a sole officer and director and the Company does not have a formal audit committee to provide the necessary oversight over the Company's management and operations.

Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting (as defined in Rule 13a−15(f) promulgated under the Securities Exchange Act of 1934) that occurred during the Company's third fiscal quarter that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

Presently, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

 There were no unregistered securities sold by us during the quarter ended February 29, 2016 that were not otherwise disclosed by us or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.
 

ITEM 6. EXHIBITS

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.

8