As filed with the Securities and Exchange Commission on April ~~August 15~~1, ~~2013 Registration No~~2016. ~~333-_________~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

~~THE~~XLI ~~SECURITIES~~TECHNOLOGIES, ~~ACT~~INC. OF(Exact ~~1933~~name of registrant as specified in its charter)

MINERIA Y EXPLORACIONES OLYMPIA, INC.

Nevada

1040

30-0785773

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification Number)

~~(Name~~ 6795 ofEdmond ~~registrant~~St., ~~as specified in its charter)~~3rd Floor

Nevada	1499	30-0785773
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Las Vegas, NV 89118

~~Calle~~(424) ~~San Pablo~~653-0120

~~No.~~(Address, 8including ~~Bo.~~zip ~~Buenos~~code, ~~Aires~~and telephone number, includingarea code, of registrant's principal executive offices)

~~Municipio~~American ~~Monsenor~~Corporate ~~Novel~~Enterprises, Inc.

~~Dominican~~123 ~~Republic~~West Nye Lane, Suite 129

~~(Tel) 809-223-2353 (Fax)~~Carson ~~809-970-2353 (E-mail)~~City, ~~getup84@hotmail.com~~NV 89706

~~(Address~~Tel. ~~and telephone number of principal executive offices and place of business~~(775) 884-9380

~~________________~~(Name, address, including zip code, and telephone number,

~~Francisco~~including ~~Antonio~~area ~~Jerez~~code, ~~Garcia~~of agent for service)

~~Chief~~Copies ~~Executive~~of ~~Officer~~all communications, including communications sent to agent for service, should be sent to: Marc Ross, Esq.Avital Even-Shoshan, Esq.Sichenzia Ross Friedman Ference LLP61 Broadway, 32nd FloorNew York, New York 10006Telephone: (212) 930-9700

~~c/o~~Approximate ~~American~~date ~~Corporate~~of ~~Enterprises,~~commencement ~~Inc.~~of proposed sale to the public: From time to time after the effective date of this Registration Statement

~~Suite~~If ~~129~~any –of ~~123~~the W.securities ~~Nye~~being ~~Lane,~~registered ~~Carson~~on ~~City,~~this ~~Nevada~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~89706~~check the following box. x

~~775-884-9380~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(~~Name~~c) under the Securities Act, ~~address~~check the following box and ~~telephone~~list the Securities Act registration statement number of ~~agent~~the earlier effective registration statement for ~~service)~~the same offering. ¨

~~________________~~If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

~~Lawler~~Large &accelerated ~~Associates~~filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company)

4960 S. Gilbert Road, Suite 1-111

Chandler, Arizona 85012

Tel: (602) 466-3666 Fax: (602) 633-1617 (E-Mail) wsl@lawlerfirm.com

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. R

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

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

Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company x

CALCULATION OF REGISTRATION FEE

			Proposed Maximum aggregate offering price
Title of Each Classof Securities to beRegistered		Amount to beRegistered(1)			Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price(1)		Amount ofRegistrationFee
Title of each class of securities to be registered	Amount of shares to be Registered	Proposed maximum offering price per share		Amount of Registration fee
Common stock, $0.001 par value per share			21,457,949		$	0.165	$	3,540,561.59	$	356.53
Common Stock	25,000,000	$ 0.002	$ 50,000	$ 6.82
Total			21,457,949		$	0.165	$	3,540,561.59	$	356.53
Total	25,000,000	$ 0.002	$ 50,000	$ 6.82

~~The~~ (1) ~~registrant~~Pursuant ~~amend~~to ~~this~~Rule ~~registration~~416 ~~statement~~under onthe ~~such~~Securities ~~date~~Act, orthe ~~dates~~shares asof ~~may~~common bestock ~~necessary~~offered tohereby ~~delay~~also ~~its~~include ~~effective~~an ~~date~~indeterminate ~~until~~number ~~the~~of ~~registrant~~additional ~~shall~~shares ~~file~~of acommon ~~further~~stock ~~amendment~~as ~~that~~may ~~specifically~~from ~~states~~time ~~that~~to ~~this~~time ~~registration~~become ~~statement~~issuable ~~shall~~by ~~thereafter~~reason ~~become~~of ~~effective~~stock insplits, ~~accordance~~stock ~~with~~dividends, ~~Section~~recapitalizations 8or other similar transactions.(a2) Estimated at $0.165 per share, the average of the ~~Securities~~high ~~Act~~and oflow ~~1933,~~prices as ~~amended,~~reported oron ~~until~~ the ~~registration~~OTCPink ~~statement~~Marketplace ~~shall~~on ~~become~~March ~~effective~~31, on2016, ~~such~~for ~~date~~the aspurpose of calculating the ~~Commission,~~registration ~~acting~~fee ~~pursuant~~in toaccordance ~~Section~~with 8Rule 457(ac), ~~may~~under ~~determine~~the Securities Act.

~~SUBJECT~~THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO ~~COMPLETION~~DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, ~~DATED~~AS ~~AUGUST~~AMENDED, ~~2013~~ OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this ~~Prospectus~~prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This ~~Prospectus~~prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the ~~offering~~offer or sale is not permitted.

~~MINERIA~~Subject Yto ~~EXPLORACIONES~~completion, ~~OLYMPIA~~dated _______________, ~~INC.~~2016

~~25,000,000 Shares~~2

~~Common~~XLI ~~Stock~~TECHNOLOGIES, INC.

We6795 ~~are~~Edmond ~~registering 25,000,000 shares of common stock for resale by our Selling Security Holder~~St. The Selling Security Holder is our sole director and officer. We will not receive any of the proceeds from the sale of the shares of common stock by the Selling Security Holder. The number of shares of Mineria Y Exploraciones Olympia, Inc. common stock being registered by Selling Security Holder represents 33.33% of our currently issued and outstanding shares of common stock. The Selling Security Holder is selling his shares of common stock at $0.002 per share. The offering price of $0.002 per share was arbitrarily determined by the Selling Security Holder.3rd Floor

~~There~~Las ~~is no public market for Mineria Y Exploraciones Olympia~~Vegas, ~~Inc.’s~~NV common stock. Subsequent to our offering, it is our intention to seek quotation on the OTC Bulletin Board (“OTCBB”). There is no assurance our application to the Financial Industry Regulatory Authority (“FINRA”) to seek quotation on the OTCBB will be approved.89118

The Selling Security Holder may, from time to time, sell, transfer or otherwise dispose of any or all of his shares of common stock on any stock exchange, market or trading facility on which the shares are traded, if any, or in private transactions. The Selling Security Holder may use any one or more of the following methods when selling shares: (i424) ~~ordinary brokerage transactions and transactions in which the broker~~653-dealer solicits investors; (ii) block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker-dealer as principal and resale by the broker-dealer for its account; (iv) an exchange distribution in accordance with the rules of the applicable exchange; (v) privately negotiated transactions; (vi) broker-dealers may agree with the Selling Security Holder to sell a specified number of such shares at the offering price per share; (vii) a combination of any such methods of sale; and (viii) any other method permitted pursuant to applicable law.0120

~~Because~~PRELIMINARY the Selling Security Holder consists of our only shareholder who is also our sole officer and director, such Selling Security Holder is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the “1933 Act”). Any commission received by a broker or dealer in connection with sales of the shares is an underwriting commissions or discounts under the 1933 Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The Selling Shareholder, who is an "underwriter" within the meaning of Section 2(11) of the Securities Act, is subject to the prospectus delivery requirements of the Securities Act.PROSPECTUS

WeTHE ~~are~~INFORMATION anIN ~~Emerging~~THIS ~~Growth~~PROSPECTUS ~~Company~~IS asNOT ~~defined~~COMPLETE inAND ~~the~~MAY ~~Jumpstart~~BE ~~Our~~CHANGED ~~Business~~OR ~~Startups~~WITHDRAWN ~~Act~~WITHOUT NOTICE. THESE SECURITIES MAY NOT BE SOLD UNTIL THIS REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

~~INVESTING~~This INprospectus ~~OUR~~covers ~~COMMON~~the ~~STOCK~~resale ~~INVOLVES~~by Aour ~~HIGH~~selling ~~DEGREE~~shareholders OF(the ~~RISK.~~"Selling ~~SEE~~Shareholders") ~~“RISK~~of ~~FACTORS”~~up ~~BEGINNING~~to ON21,457,949 ~~PAGE~~shares 6of OFcommon ~~THIS~~stock ~~PROSPECTUS~~consisting of (i) 21,120,690 shares of common stock issuable upon conversion of convertible notes issued or issuable pursuant to a stock purchase agreement between us and RDW Capital LLC ("RDW") dated January 14, 2016 and amended March 1, 2016, March 9, 2016 and March 15, 2016 (the "Purchase Agreement") and (ii) 337,259 shares of common stock issued or issuable to Carter Terry & Company ("Carter") pursuant to an engagement letter dated November 17, 2015 (the "Engagement Letter").

~~NEITHER~~The ~~THE~~Purchase ~~SECURITIES~~Agreement ~~AND~~provides ~~EXCHANGE~~for ~~COMMISSION~~the ~~NOR~~purchase ~~ANY~~by ~~STATE~~RDW ~~SECURITIES~~of ~~COMMISSION~~seven ~~HAS~~convertible ~~APPROVED~~original ORissue ~~DISAPPROVED~~discount OFnotes ~~THESE~~in ~~SECURITIES~~the ORaggregate ~~DETERMINED~~principal IFamount ~~THIS~~of ~~PROSPECTUS~~$1,837,500 ISfor ~~TRUTHFUL~~an ORaggregate ~~COMPLETE~~purchase price of $1,750,000 (the "Notes"). ~~ANY~~The ~~REPRESENTATION~~purchases TOwill ~~THE~~occur ~~CONTRARY~~in ISseven Atranches, ~~CRIMINAL~~with ~~OFFENSE~~the first tranche of $250,000 ($262,500 principal amount) invested on January 14, 2016, the second tranche of $25,000 ($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) invested on March 15, 2016, the fourth tranche of $35,000 ($36,750 principal amount) to be invested three business days following the filing of the registration statement of which this prospectus forms a part (the "Registration Statement"), the fifth tranche of $100,000 ($105,500 principal amount) to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000 ($682,500 principal amount) to be invested three business days after the Registration Statement is declared effective and the seventh tranche of $650,000 ($682,500 principal amount) to be invested five business days after the Registration Statement is declared effective. Each Note may be converted in whole or in part at the holder's discretion at any time 90 days after the date of issuance and bears interest the rate of 8% per annum with the interest due and payable at each conversion date and maturity date. The conversion price of each Note is equal to 60% of the lower of (i) the lowest traded price of our common stock during the 20 trading days preceding the applicable conversion date or (ii) the lowest traded price of our common stock during the 20 trading days preceding the date of issuance of such Note. We have agreed to reserve for issuance 300% of the common stock issuable under the Notes and register for resale all of the shares of common stock issuable upon conversion of the Notes. For the purposes of the Registration Statement, we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016. Conversions of the Notes shall not be permitted if such conversion will result in the holder owning more than 4.99% of our common shares outstanding after giving effect to such conversion.

~~Dealer~~The ~~Prospectus~~Engagement ~~Delivery~~Letter ~~Instructions~~provides, among other things, for the issuance to Carter, during the term of the Engagement Letter, of restricted stock equal to four percent of any capital raised from investors introduced to the Company by Carter divided by the closing price of our common stock on the date of a raise. For the purposes of the Registration Statement, we have (i) included the aggregate of 21,259 shares issuable to Carter in connection with a financing by a third party investor in December 2015 and the three consummated RDW investments and (ii) estimated that the closing price for the purposes of calculating the remainder of the shares issuable to Carter in connection with four remaining unfunded tranches of Notes will be $0.15, the closing price of our common stock on the OTCPink Marketplace on March 24, 2016.

~~Until~~Because ~~[90~~the ~~days~~actual ~~after~~issuance ~~effective~~dates, ~~date]~~conversion dates and conversion prices under the Notes are unknown, ~~2013~~there ~~all~~is ~~dealers~~no maximum amount of our shares that ~~effect~~may ~~transactions~~be inissued ~~these~~by ~~shares~~the Company upon conversion of the Notes. Because the actual issuance dates and price of our common stock ,on ~~whether~~the orissuance ~~not~~dates ~~participating~~under inthe ~~this~~Notes ~~offering~~is unknown, there is no maximum amount of our shares that may be ~~required~~issued by the Company to ~~deliver~~Carter apursuant ~~prospectus~~to the Engagement Letter. ~~This~~ isAccordingly, inwe ~~addition~~caution toreaders ~~the~~that, ~~dealers’~~although ~~obligation~~we toare ~~deliver~~registering a21,457,949 ~~prospectus~~shares, ~~when~~the ~~acting~~number asof ~~underwriters~~shares actually issued under the Purchase Agreement and ~~with~~the ~~respect~~Notes tomay ~~their~~be ~~unsold~~substantially ~~allotments~~greater orthan ~~subscriptions~~the number registered.

~~The~~We ~~date~~are not selling any shares of our common stock in this ~~Prospectus~~offering isand, ~~August~~as a result, ~~2013~~we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the Selling Shareholders.

There are no underwriting arrangements to sell the shares of common stock that are being offered by the Selling Shareholders hereunder. The prices at which the Selling Shareholders may sell shares will be determined by the prevailing market price for the shares or in privately negotiated transactions. The common stock may be sold directly or through agents or broker-1-dealers acting as agents on behalf of the Selling Shareholders. The Selling Shareholders may engage brokers, dealers or agents who may receive commissions or discounts from the Selling Shareholders. We will pay all the expenses incident to the registration of the shares; however, we will not pay for sales commissions or other expenses applicable to the sale of our common stock registered hereunder.

XLI Technologies, Inc. is in the beginning stages of its operations. In the final quarter of 2015, the Company began filling product orders and developing its customer base. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for XLI Technologies, Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Our common stock is currently quoted on the OTCPink Marketplace under the symbol "XLIT". On March 31, 2016, the last reported sale price of our common stock as reported on the OTCPink Marketplace was $0.14 per share.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 8 HEREOF BEFORE BUYING ANY SHARES OF XLI TECHNOLOGIES' COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is _____, 2016.

TABLE OF CONTENTS

~~Page~~		Page
Prospectus Summary	3		5
Disclosure Regarding Forward-Looking Statements	6
The Offering			7
Risk Factors	6		8
Use Of Proceeds	10
Determination of Offering Price			15
Market For Common Equity And Related Stockholders Matters	10
Use of Proceeds			15
Management’s Discussion And Analysis Or Plan Of Operations	11
Market for Our Common Stock and Related Stockholder Matters			15
Description Of Business	16
Selling Shareholders			16
Legal Proceedings	29
Plan of Distribution; Terms of the Offering			19
Management	29
Description of Securities			20
Executive Compensation	30
Description of Our Business			24
Security Ownership Of Certain Beneficial Owners And Management	31
Management's Discussion and Analysis			29
Certain Relationships And Related Transactions	32
Directors, Executive Officers, Promoters and Control Persons			33
Selling Security Holders	32
Executive Compensation			35
Plan Of Distribution	32
Security Ownership of Certain Beneficial Owners and Management			36
Description Of Securities	34
Certain Relationships and Related Transactions			37
Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities	34
Legal Matters			38
Legal Matters	35
Experts			38
Experts	35
Commission Position of Indemnification for Securities Act Liabilities			39
Transfer Agent And Registrar	35
Where you can find more Information			40
Where You Can Find More Information	35
Index to Financial Statements		F-1
Financial Statements	37

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided by this Prospectus is accurate as of any date other than the date on the front cover page of this Prospectus.4

-2-

PROSPECTUS SUMMARY

~~Overview~~The following summary highlights material information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled "Where You Can Find More Information" in this prospectus and any amendment or supplement hereto. Unless otherwise indicated, the terms the "Company," "XLIT," "we," "us," and "our" refer and relate to XLI Technologies, Inc.

~~The~~Corporate ~~following~~History ~~is only a summary of the information, financial statements~~ and ~~the~~Predecessor ~~notes~~Business included in this Prospectus. You should read the entire Prospectus carefully, including “Risk Factors” and our Financial Statements and the notes to the Financial Statements before making any investment decision. Unless the context indicates or suggests otherwise, the terms “we,” “our”, “us” and “Mineria” means Mineria Y Exploraciones Olympia, Inc.

~~Our~~XLI ~~Business~~Technologies, Inc., (f/k/a Mineria Y Exploraciones Olympia, Inc.) was incorporated on August 22, 2012 under the laws of the State of Nevada. 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 certain mineral rights located north of the city of Santo Domingo in the Dominican Republic. In order to determine if there existed any mineralization 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.

WeIn ~~were~~September ~~incorporated~~2014, in the ~~State~~Director of ~~Nevada~~Mines ~~on August 22, 2012. We are a start-up, pre-exploration stage company engaged in the search~~ for ~~gold and related minerals. We do not have any joint venture partners. At~~ the ~~present~~Dominican ~~time~~Republic wecancelled ~~have only one wholly owned subsidiary by~~ the ~~name~~Company's ofinterest ~~Consorcio de Mineria Y Exploraciones Olympia, SR incorporated~~ in the ~~Dominican~~mineral ~~Republic~~rights on ~~September~~the 4,Olympia ~~2012~~claim. WeTherefore, ~~have~~the noCompany ~~mining~~has ~~operations and have~~ no ~~revenues. We~~further ~~have~~interest ~~incurred~~in ~~losses~~the ~~since~~minerals ~~inception~~on ~~and~~the ~~must~~Olympia ~~raise additional capital to fund our operations~~claim. ~~There is no assurance we will be able to raise this capital.~~

WeOn ~~are~~October an14, ~~Emerging~~2015, ~~Growth~~James Schramm and Francisco Antonio Jerez Garcia, the Company's asformer ~~defined~~sole inofficer and director and former majority shareholder, entered into a stock purchase agreement pursuant to which Mr. Garcia sold Mr. Schramm 50,000,000 shares of common stock of the ~~Jumpstart~~Company ~~Our~~owned ~~Business~~at ~~Startups~~the ~~Act~~time by Mr. Garcia. Pursuant to the terms of the purchase agreement:

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

	(i)	Effective on October 14, 2015, Mr. Garcia appointed Mr. Schramm to serve as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, with Mr. Garcia resigning from all such positions, and

	(ii)	Effective on October, 26, 2015, Mr. Garcia appointed Mr. Schramm sole director of the Company and Mr. Garcia resigned as sole director of the Company.

~~(A)~~As ~~the~~a ~~last~~result ~~day~~ of ~~the~~these ~~fiscal~~transactions, ~~year~~control of the ~~issuer~~Company ~~during~~passed ~~which~~to itMr. ~~had~~Schramm. ~~total~~Following ~~annual~~consummation ~~gross~~of ~~revenues~~the ofpurchase $1agreement,~~000,000,000~~ ~~(as~~Mr. ~~such~~Schramm ~~amount~~owned isapproximately ~~indexed~~67% ~~for~~of ~~inflation every 5 years by~~ the ~~Commission~~issued toand ~~reflect~~outstanding ~~the~~common ~~change~~stock ~~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;~~Company.

On October 20, 2015, the Company entered into a share exchange agreement (Bthe "Share Exchange") with Bosch International, LLC, a Nevada limited liability company ("BIL"), pursuant to which the ~~last~~Company ~~day~~acquired 100% of the ~~fiscal~~issued ~~year~~and outstanding membership interests of BIL. Accordingly, BIL became a wholly-owned subsidiary of the ~~issuer~~Company ~~following~~and BIL's business is the ~~fifth~~Company's ~~anniversary~~sole line of business. In connection with the ~~date~~Share ofExchange the ~~first~~Company ~~sale~~issued Mr. Schramm, BIL's sole member, 25 million shares of common ~~equity~~stock. ~~securities~~On ofOctober 29, 2015, the ~~issuer~~Company ~~pursuant~~merged with and into a newly formed wholly owned subsidiary to anchange ~~effective~~its ~~registration~~name ~~statement~~to ~~under~~"XLI ~~this~~Technologies, ~~title;~~Inc." from "Mineria y Exploraciones Olympia, Inc."

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

~~(D)~~Through ~~the~~our ~~date~~wholly onowned ~~which~~subsidiary ~~such~~BIL, ~~issuer~~we isdistribute ~~deemed~~nanotechnology printed light sheets to bethe aentertainment ~~‘large~~sector, ~~accelerated~~including ~~filer’~~movie theaters, asmovie ~~defined~~studios, production and distribution companies, talent and management agencies, marketing and PR firms, and outdoor media in ~~section~~the ~~240~~United States, Canada and the Caribbean.~~12b-2~~ We have also purchased the rights to distribute light sheets in the automotive sector and to distribute nanotechnology printed solar panels and nanotechnology printed batteries. As of ~~title~~April 172016 we have placed our light sheets in 250 theater locations in the United States and expect to complete placements in approximately 1,900 ~~Code~~theaters ofby ~~Federal~~July ~~Regulations~~2016. We believe that we have established relationships and credibility with theater chains, ormedia ~~any~~companies ~~successor~~and ~~thereto~~studios through Jim Schramm, our sole officer and director, who has over fifteen years of experience as a producer and distributor of movies and television shows.

AsNanotechnology anpowers ~~emerging~~our ~~growth~~products. ~~company~~Nanotechnology weis ~~are~~science, ~~exempt~~engineering, ~~from~~and ~~Section~~technology conducted at ~~404(b)~~the ofnanoscale, ~~Sarbanes~~which ~~Oxley~~is about 1 to 100 nanometers. ~~Section~~One ~~404(~~nanometer is one billionth, or 10−9, of a) ~~requires~~meter. ~~Issuers~~By tocomparison, ~~publish~~typical ~~information~~carbon-carbon bond lengths, or the spacing between these atoms in ~~their~~a ~~annual~~molecule, ~~reports~~are ~~concerning~~in the ~~scope~~range 0.12–0.15 nm, and ~~adequacy~~a DNA double-helix has a diameter around 2 nm. The smallest cellular life-forms, the bacteria of the ~~internal~~genus ~~control~~Mycoplasma, ~~structure~~are ~~and~~around ~~procedures~~200 nm ~~for~~in ~~financial~~length. ~~reporting~~By convention, nanotechnology is taken as the scale range 1 to 100 nm following the definition used by the National Nanotechnology Initiative. ~~This~~The ~~statement~~lower ~~shall~~limit ~~also~~is ~~assess~~set by the ~~effectiveness~~size of ~~such~~atoms ~~internal~~(hydrogen ~~controls~~has the smallest atoms, which are approximately a quarter of a nm diameter) since nanotechnology must build its devices from atoms and ~~procedures~~molecules. The upper limit is more or less arbitrary but is around the size that phenomena not observed in larger structures start to become apparent and can be made use of in the nano device. The comparative size of a nanometer to a meter is the same as that of a marble to the size of the earth.

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.5

~~As an emerging growth company we are exempt from Section 14A(a) and (b) of the~~ Securities ~~Exchange~~Registered ~~Act~~in ofthis ~~1934 which require the shareholder approval of executive compensation and golden parachutes.~~Prospectus

~~-3-~~This prospectus covers the resale by our selling shareholders (the "Selling Shareholders") of up to 21,457,949 shares of common stock consisting of (i) 21,120,690 shares of common stock issuable upon conversion of convertible notes issued or issuable pursuant to a stock purchase agreement between us and RDW Capital LLC ("RDW") dated January 14, 2016 and amended March 1, 2016, March 9, 2016 and March 15, 2016 (the "Purchase Agreement") and (ii) 337,259 shares of common stock issued or issuable to Carter Terry & Company ("Carter") pursuant to an engagement letter dated November 17, 2015 (the "Engagement Letter").

WeThe ~~have~~Purchase ~~irrevocably~~Agreement ~~opted~~provides ~~out~~for the purchase by RDW of seven convertible original issue discount notes in the ~~extended~~aggregate ~~transition~~principal ~~period~~amount of $1,837,500 for ~~complying~~an aggregate purchase price of $1,750,000 (the "Notes"). The purchases will occur in seven tranches, with ~~new~~the first tranche of $250,000 ($262,500 principal amount) invested on January 14, 2016, the second tranche of $25,000 ($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) invested on March 15, 2016, the fourth tranche of $35,000 ($36,750 principal amount) to be invested three business days following the filing of the registration statement of which this prospectus forms a part (the "Registration Statement"), the fifth tranche of $100,000 ($105,500 principal amount) to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000 ($682,500 principal amount) to be invested three business days after the Registration Statement is declared effective and the seventh tranche of $650,000 ($682,500 principal amount) to be invested five business days after the Registration Statement is declared effective. Each Note may be converted in whole or ~~revised~~in ~~accounting~~part ~~standards~~at ~~pursuant~~the holder's discretion at any time 90 days after the date of issuance and bears interest the rate of 8% per annum with the interest due and payable at each conversion date and maturity date. The conversion price of each Note is equal to ~~Section~~60% ~~107~~of the lower of (bi) the lowest traded price of our common stock during the ~~Act~~20 trading days preceding the applicable conversion date or (ii) the lowest traded price of our common stock during the 20 trading days preceding the date of issuance of such Note. We have agreed to reserve for issuance 300% of the common stock issuable under the Notes and register for resale all of the shares of common stock issuable upon conversion of the Notes. For the purposes of the Registration Statement, we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016. Conversions of the Notes shall not be permitted if such conversion will result in the holder owning more than 4.99% of our common shares outstanding after giving effect to such conversion.

~~Our~~The ~~sole~~Engagement ~~asset~~Letter isprovides, aamong ~~100%~~other ~~interest~~things, infor the ~~Olympia~~issuance ~~Gold~~to ~~Claim~~Carter, ~~(“Olympia”)~~during ~~located in~~ the ~~Dominican~~term ~~Republic. We~~of ~~acquired~~ the ~~Olympia~~Engagement ~~claim~~Letter, ~~for~~of ~~the~~restricted ~~sum~~stock ofequal ~~$13,000~~to ~~from~~four ~~the~~percent ~~Ministry~~ of ~~Mines~~any incapital ~~the~~raised ~~Dominican~~from ~~Republic. We~~investors ~~own~~introduced noto ~~property~~the ~~other~~Company ~~than~~by ~~the~~Carter ~~Olympia. As~~divided ofby the ~~date~~closing price of ~~this~~our ~~Prospectus,~~common westock ~~have~~on ~~conducted~~the ~~exploration~~date ~~work~~of ~~under~~a ~~Phase~~raise. IFor on the ~~Olympia. We~~purposes ~~engaged~~of ~~Hilario~~the ~~Sosa,~~Registration ~~a Geological Consultant~~Statement, towe ~~explore~~have ~~and~~(i) ~~summarize~~included the ~~exploration~~aggregate ~~potential~~ of ~~the~~21,259 ~~Olympia~~shares ~~and~~issuable to ~~make~~Carter ~~recommendations. Under~~in ~~this~~connection ~~report,~~with ~~Mr.~~a ~~Sosa~~financing ~~recommended~~by ~~undertaking~~a ~~Phase~~third IIparty ofinvestor ~~our~~in ~~exploration~~December ~~program~~2015 ~~consisting~~and ofthe ~~soil~~three ~~geochemistry~~consummated ~~and~~RDW ~~diamond~~investments ~~drilling~~and of(ii) ~~locations~~estimated ~~identified~~that asthe ~~having~~closing ~~some~~price ~~value~~for asthe ~~shown~~purposes ~~during~~of ~~Phase~~calculating ~~I. The~~the ~~cost~~remainder ~~for~~of ~~Phase~~the IIshares isissuable ~~estimated~~to atCarter ~~$65,752. We~~in ~~will~~connection ~~have~~with tofour ~~raise~~remaining ~~funds~~unfunded totranches ~~pay~~of ~~for~~Notes ~~the~~will ~~Phase~~be II$0.15, ~~since~~the atclosing ~~present~~price weof doour ~~not~~common ~~have~~stock ~~sufficient~~on ~~funds~~the toOTCPink ~~complete~~Marketplace iton asMarch ~~outlined~~24, ~~by Mr Sosa~~2016.

~~There~~Because isthe noactual ~~assurance~~issuance ~~that~~dates, aconversion ~~commercially~~dates ~~viable~~and ~~mineral~~conversion ~~deposit~~prices orunder ~~reserve~~the ~~exists~~Notes atare ~~our~~unknown, ~~mineral~~there ~~claim~~is orno ~~may~~maximum ~~exist~~amount ~~until~~of ~~sufficient~~our ~~and~~shares ~~appropriate~~that ~~exploration~~may isbe ~~completed~~issued ~~and~~by athe ~~comprehensive~~Company ~~evaluation~~upon conversion of ~~such~~the ~~work~~Notes. ~~concludes~~Because ~~economic~~the actual issuance dates and ~~legal~~price ~~feasibility. Such~~of ~~work~~our ~~could~~common ~~take~~stock ~~many~~on ~~years~~the ofissuance ~~exploration~~dates ~~and~~under ~~would~~the ~~require~~Notes ~~expenditure~~is ofunknown, athere ~~substantial~~is no maximum amount of ~~capital~~our shares that may be issued by the Company to Carter pursuant to the Engagement Letter. Accordingly, ~~capital~~we ~~which~~caution readers that, although we doare ~~not~~registering ~~currently~~21,457,949 ~~have~~shares, the number of shares actually issued under the Purchase Agreement and ~~may~~the ~~never~~Notes may be ~~able~~substantially togreater ~~raise~~than the number registered.

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

~~Our~~On ~~administrative~~December ~~office~~3, is2015 ~~located~~we issued a $250,000 convertible note to JSJ Investments Inc. (the "JSJ Financing"). The note bears interest at ~~Calle~~12% ~~San~~per ~~Pablo~~year and outstanding principal and accrued interest will be payable on demand on or after the September 3, No2016 maturity date of the note. 8We ~~Bo,~~issued ~~Buenos~~Carter ~~Aires~~9,009 ~~Municipio~~shares ~~Monsenor~~of ~~Novel,~~common ~~Dominican~~stock ~~Republic. Our~~as ~~telephone~~equity ~~number~~compensation isin ~~809-223-2353~~connection with the JSJ Financing. We doare not ~~maintain~~registering ashares ~~web~~issuable ~~site~~to JSJ Investments Inc. in this prospectus.

~~The Offering~~6

~~The~~SUMMARY ~~following~~OF isTHIS ~~a brief summary of this offering:~~OFFERING

Common stock offered by Selling Security Holders 25,000,000 shares offered by the Selling Security Holder, who is our sole officer and director, detailed in the section of the Prospectus entitled “Selling Security Holder” beginning on page 32.

Securities being offered		21,457,949 shares of common stock. Our common stock is described in further detail in the section of this prospectus titled "DESCRIPTION OF SECURITIES."

Securities being offered by the Company		None.

Number of common shares outstanding Before the Offering		40,500,000 shares of common stock.

Number of common shares outstanding After the Offering		61,957,949 shares of common stock.

Use of Proceeds		We will not receive any of the proceeds from the sale of shares of common stock by the Selling Shareholders.

Risk Factors		An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under the "Risk Factors" section hereunder and the other information contained in this prospectus before making an investment decision regarding our common stock. Our common stock should not be purchased by investors who cannot afford the loss of their entire investment.

Trading Symbol		Our common stock is currently quoted on the OTCPink Marketplace under the symbol "XLIT".

~~Common stock outstanding as of the date of this Prospectus 75,000,000 Shares~~7

Use of proceeds We will not receive any proceeds from the sale of shares of common stock by the Selling Security Holder.

Plan of Distribution The offering is made by the Selling Security Holder named in this Prospectus to the extent he sells shares. There is no market for our shares of common stock. We intend to seek quotation of our common stock on the OTCBB; however, no assurance can be given that our common stock will be approved for quotation. The Selling Security Holder is an underwriter as defined under the Securities Act. The Selling Security Holder intends to sell his shares of common stock for $0.002 per share.

-4-

Risk Factors You should carefully consider all the information in this Prospectus. In particular, you should evaluate the information set forth in the section of the Prospectus entitled “Risk Factors” beginning on page 6 before deciding whether to invest in our common stock.

-5-

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus 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 Prospectus, specifically the section entitled “Risk Factors” beginning on page 6 below. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Description of Business,” as well as in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus 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 Prospectus or to reflect the occurrence of unanticipated events.

RISK FACTORS

AnInvestment ~~investment~~ in our common stock involves ansignificant ~~exceptionally~~risk. ~~high~~You ~~degree~~should ofcarefully ~~risk~~consider ~~and~~the isinformation ~~extremely~~described ~~speculative.~~in Inthe ~~addition~~following torisk factors, together with the other information ~~regarding~~appearing ~~Mineria~~elsewhere Yin ~~Exploractiones~~this ~~Olympia~~prospectus, ~~Inc~~before making an investment decision regarding our common stock. ~~contained~~If any of the events or circumstances described in ~~this~~these ~~Prospectus~~risks actually occur, ~~you~~our ~~should~~business, ~~consider~~financial ~~many~~conditions, ~~important~~results ~~factors~~of inoperations ~~determining~~and ~~whether~~future togrowth ~~purchase~~prospects ~~the~~would ~~shares~~likely ~~being~~be ~~offered.~~materially ~~The~~and ~~following~~adversely ~~risk~~affected. ~~factors~~In ~~reflect~~these circumstances, the ~~potential~~market ~~and~~price ~~substantial~~of ~~material~~our ~~risks~~common ~~which~~stock could bedecline, ~~involved~~and if you ~~decide~~may tolose ~~purchase~~all ~~shares~~or a part of your investment in ~~this~~our ~~offering~~common stock.

~~Risks~~We ~~Associated~~have a limited operating history with ~~Our~~significant ~~Business~~losses and expect losses to continue for the foreseeable future.

We have noa ~~revenues,~~limited ~~lack~~operating history. We have yet to establish any history of profitable operations, and have incurred a net loss since our inception in May 2015. For the six months ended November 30, 2015, we incurred a net loss of $227,680. Continuing losses ~~which~~may exhaust our capital resources and force us to discontinue our operations. We have generated only nominal revenues since our inception and do not anticipate that we ~~expect~~will generate revenues that will be sufficient to ~~continue~~sustain ~~into~~our operations in the near future.

WeThere ~~were~~can ~~incorporated~~be inno ~~2012~~assurance ~~and~~that ~~have~~we ~~not~~will ~~yet~~ever ~~conducted~~operate ~~any~~profitably. ~~significant~~Our ~~exploration~~success ~~activities~~is significantly dependent on the ~~Olympia. We~~successful ~~have~~marketing noand ~~revenues.~~implementation Weof ~~have~~our nolicensed ~~exploration~~products, ~~history upon~~ which ~~you~~cannot ~~can~~be ~~evaluate~~guaranteed. ~~the~~Our ~~likelihood~~operations ofwill ~~our~~be ~~future~~subject ~~success~~to orall ~~failure. We~~the ~~operations~~risks ~~are~~inherent ~~not~~in ~~profitable~~the ~~and~~uncertainties ~~our~~arising ~~net~~from ~~loss~~the ~~from~~absence ~~inception~~of toa ~~May~~significant ~~31,~~operating ~~2013,~~history. If our ~~year~~business ~~end,~~plan is ~~$48~~not successful,~~834. Based~~ ~~upon~~and ~~current~~we ~~plans,~~are wenot ~~expect~~able to ~~incur~~operate ~~operating~~profitably, ~~losses~~investors inmay ~~future~~lose ~~periods~~some inor ~~connection~~all ~~with~~of ~~our~~their ~~exploration~~investment ~~and~~in ~~evaluation of~~ our ~~mining claim~~company.

WeThere ~~need~~is todoubt ~~raise~~about ~~capital~~our ability to continue ~~our~~as ~~exploration~~a ~~program~~going concern due to recurring losses from operations, accumulated deficit and insufficient cash resources to ~~supply~~meet ~~funds~~our ~~for~~business ~~operating~~objectives, ~~expenses~~all of which means that we may not be able to continue operations.

WeOur ~~estimate~~independent ~~that~~auditors we have ~~sufficient~~added ~~cash~~an toexplanatory ~~continue~~paragraph ~~operations~~to ~~for~~their ~~twelve~~audit ~~months~~opinion ~~but~~issued ~~not~~in ~~sufficient~~connection ~~funds~~with tothe ~~complete~~financial ~~Phase~~statements IIfor ofthe ~~our~~year ~~exploration~~ended ~~program~~May ~~as recommended by Hilario Sosa~~31, ~~Professional~~2015 ~~Geologist. We~~with ~~are~~respect into ~~the~~their ~~exploration~~doubt ~~stage.~~about Ifour ~~the~~ability ~~results~~to ofcontinue ~~Phase~~as IIa ~~are~~going ~~positive,~~concern. The wecontinuation ~~intend~~of tothe ~~initiate~~Company ~~further~~as ~~exploration~~a ~~activities. We~~going ~~will~~concern ~~need~~is todependent ~~raise~~upon ~~additional~~the ~~capital~~continued tofinancial ~~undertake~~support ~~further~~from ~~exploration~~its ~~activities. No~~shareholders, ~~assurance~~the ~~can~~ability beof ~~given~~the ~~that~~Company weto ~~are~~obtain ~~successful~~necessary inequity ~~raising~~financing ~~additional~~to ~~capital. You~~continue ~~may~~operations, beand ~~investing~~the inattainment aof ~~company~~profitable ~~that~~operations ~~will~~from ~~not have~~ the ~~funds~~sale ~~necessary~~of tolight ~~conduct~~sheets ~~any~~and ~~meaningful~~other ~~exploration~~products. ~~activity~~At ~~due~~November to30, ~~our~~2015, ~~inability~~the toCompany ~~raise~~had ~~additional~~recorded ~~capital. If~~minimal ~~that~~revenues ~~occurs~~of we$10,000, ~~will~~had ~~have~~a toworking ~~delay~~capital ordeficit ~~cease~~of ~~our~~$193,350 ~~exploration~~and ~~program~~an ~~which~~accumulated ~~may~~deficit ~~result in the loss~~ of ~~your investment~~$227,692.

~~-6-~~We currently rely on one key individual and the loss of one of this key individual could have an adverse effect on the Company.

WeOur ~~have~~success nodepends ~~known~~to ~~ore~~a ~~reserves~~substantial degree upon James Schramm, our sole officer and wedirector. Mr. ~~cannot~~Schramm ~~guarantee~~is ~~that~~a wesignificant ~~will~~factor ~~find~~in ~~any~~our ~~gold~~growth and~~/or~~ ~~other~~success. In ~~valuable~~particular, ~~mineralization~~the ~~or,~~success ifof weour ~~find~~Company ~~gold~~is ~~and/or~~highly ~~valuable~~dependent ~~mineralization,~~upon ~~that~~the itmarketing ~~may~~and bemanagement ~~economically~~efforts ~~extracted~~of Mr. If weSchramm. ~~fail~~We todo ~~find~~not ~~any~~have ~~gold~~an ~~and/or~~employment ~~other~~agreement ~~valuable~~with ~~mineralization~~Mr. orSchramm ifand wethe ~~are~~loss ~~unable~~his toservices ~~find~~could ~~gold~~have ~~and/or~~a ~~valuable~~material ~~mineralization~~adverse ~~that~~effect ~~may~~on bethe ~~economically~~success ~~extracted~~and development of our Company. Additionally, we ~~will~~do ~~have~~not toanticipate ~~cease~~having ~~operations~~key man insurance in place on the life of our executive officers in the foreseeable future.

We ~~have~~must noattract ~~known ore reserves. Even if we find gold~~ and~~/or~~ ~~other~~maintain ~~valuable~~key ~~mineralization we~~personnel ~~cannot guarantee that any gold and/~~or ~~other~~our ~~valuable~~business ~~mineralization~~ will ~~be of sufficient quantity so as to warrant recovery~~fail. 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:

*Success ~~our~~depends ~~ability~~on the acquisition of key personnel. We will have to ~~locate~~compete awith ~~profitable~~other ~~mineral~~companies ~~property;~~both *within ~~our~~and ~~ability~~outside tothe ~~locate~~entertainment anand ~~economic~~advertising ~~ore~~industry ~~reserve;~~to recruit and *retain competent employees. If we cannot maintain qualified employees to meet the needs of our ~~ability~~anticipated growth, this could have a material adverse effect on our business and financial condition. We must continue to ~~profitably~~try ~~extract~~to locate skilled professionals in the ~~mineral~~theatrical distribution sector and ~~generate~~adequate ~~revenues~~funds in a timely manner.

~~Because~~The weCompany ~~are~~will ~~small~~require ~~company,~~substantial ~~have~~additional ~~limited~~financing ~~capital~~to ~~and~~become ~~have~~commercially ~~only one claim, we will be limited in our exploration costs~~viable.

~~The~~To ~~possibility~~date, ofthe Company has funded its development ofactivities ~~and~~primarily ~~production~~through ~~from~~advances ~~the~~by ~~Olympia~~our ~~depends~~sole ~~upon~~officer ~~the~~and ~~results~~director and private placements of ~~exploration~~notes, ~~programs~~which ~~and/or~~raised ~~feasibility~~approximately ~~studies~~$565,000 ~~and~~through ~~the~~March ~~recommendations~~31, 2016. The Company will require additional financing of ~~duly~~approximately ~~qualified~~$1,000,000 ~~professional~~during ~~engineers~~the ~~and~~next ~~geologists~~12 months to fully implement our business plan. We RDW ~~are~~has ~~small~~agreed ~~company~~to ~~and~~loan dous ~~not~~such ~~have~~funds ~~much~~in ~~capital. We~~incremental ~~must~~amounts, ~~limit~~but our ~~exploration~~ability ~~activity~~to ~~which~~issue ~~may~~the ~~adversely~~Notes ~~affect~~is dependent on our ~~ability~~success in navigating the SEC review process and causing the Registration Statement of which this prospectus forms a part to ~~find~~be ~~ore~~declared ~~reserves~~effective ~~since~~in wea dotimely ~~not~~manner. We have no commitments or firm plans to raise the ~~capital~~additional financing and there can be no assurance that ~~other~~necessary ~~larger~~additional ~~companies~~financing ~~may~~will ~~have~~be available to ~~find~~the ~~ore~~Company, on favorable terms or otherwise. ~~Further~~Moreover, ~~because~~any such additional financing may dilute the interests of ~~our~~existing ~~limited~~stockholders. The ~~capital~~absence weof ~~can~~additional ~~afford~~financing when needed, could cause the Company to ~~explore~~scale ~~only~~down ~~one~~or ~~mining~~delay ~~claim~~implementation of its business plan in whole or in part and curtail its business activities, which ~~increases~~would ~~our~~seriously ~~risk~~harm ~~due~~the toCompany ~~lack~~and ofits ~~diversification~~prospects.

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability the Olympia does not contain any reserves, and any funds spent on exploration will be lost.8

~~Because~~We ~~the~~could ~~probability~~lose ofour ancompetitive ~~individual~~advantages ~~prospect,~~if ~~such~~we asare ~~the~~not ~~Olympia,~~able ~~ever~~to ~~having~~protect ~~reserves~~any isintellectual ~~extremely~~property ~~remote,~~rights inunder ~~all probability our sole property,~~ the ~~Olympia,~~License ~~does~~Agreement ~~not~~against ~~contain any reserves~~infringement, and any ~~funds~~related ~~spent~~litigation oncould ~~exploration will~~ be ~~lost.~~time-consuming Ifand ~~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~~costly.

~~Even~~Our ~~with~~success ~~positive~~and ~~results~~ability ~~during~~to ~~exploration,~~compete depends to a significant degree on our license to use the ~~Olympia~~intellectual ~~might~~property ~~never~~and beproducts ~~put~~of ~~into~~under ~~commercial~~the ~~production~~License ~~due~~Agreements with Bosch. If any one of our competitors copies or otherwise gains access to ~~inadequate~~the ~~tonnage,~~intellectual ~~low~~property ~~metal~~and ~~prices~~products of the licensor or ~~high~~develops ~~extraction~~similar ~~costs~~technologies independently, we would not be able to compete as effectively.

~~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 the Olympia is in excess of the selling price of such minerals,~~ we ~~would~~fail ~~not be able~~ to ~~develop~~effectively ~~the~~manage ~~claim. Accordingly~~our ~~even~~growth ifour ~~ore~~future ~~reserves~~business ~~were~~results ~~found~~could ~~on the Olympia, without sufficient tonnage we would still not~~ be ~~able~~harmed toand ~~economically~~our ~~extract~~managerial ~~the minerals from the claim in which case we would have to abandon the Olympia~~ and ~~seek~~operational ~~another~~resources ~~mineral~~may ~~property~~be ~~to develop, or cease operations altogether~~strained.

~~-7-~~As we proceed with the commercialization of our technology, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

~~Mineral~~The ~~exploration~~licensed ~~and~~products ~~development~~may ~~activities~~contain ~~are~~defects ~~inherently~~that ~~risky.~~could Ifreduce ~~such~~sales anand ~~adverse event were to occur it may~~ result in aclaims ~~loss~~against ~~of your investment~~us.

The ~~business~~manufacture of ~~mineral~~our ~~exploration~~products ~~and extraction~~ involves ahighly ~~high~~complex ~~degree of risk~~processes. ~~Few~~Despite ~~properties~~testing ~~that~~by ~~are~~us, ~~explored~~Bosch ~~are~~and ~~ultimately~~our ~~developed~~customers, ~~into~~defects ~~production. Most~~may ~~exploration~~be ~~projects~~found doin ~~not~~our ~~result~~existing inor ~~the~~future ~~discovery~~products. ofThe ~~commercially~~costs ~~mineable~~associated ~~deposits~~with ofdefects ~~ore. The~~may ~~Olympia,~~harm our ~~sole~~relationships ~~property,~~with ~~does~~customers ~~not~~and ~~have~~our areputation ~~known~~in ~~body~~the ofmarketplace. ~~commercial~~Moreover, ~~ore.~~even ~~Should~~if our ~~mineral~~products ~~claim~~meet bestandard ~~found~~specifications, toour ~~have~~customers ~~commercial~~may ~~quantities~~attempt ofto ~~ore,~~use weour ~~would~~products bein ~~subject~~applications tothey ~~additional~~were ~~risks~~not ~~respecting~~designed ~~any~~for ~~development~~or ~~and~~in ~~production~~products ~~activities.~~that ~~Unusual~~were not designed or ~~unexpected~~manufactured ~~formations~~properly, ~~formation~~resulting ~~pressures,~~in ~~fires,~~product ~~power~~failures ~~outages,~~and ~~labor~~creating ~~disruptions,~~customer ~~flooding,~~dissatisfaction. ~~explosions,~~These ~~cave-ins,~~problems ~~landslides~~could ~~and~~result ~~the~~in, ~~inability~~among toother ~~obtain~~things, ~~suitable~~a ordelay ~~adequate~~in ~~machinery,~~the ~~equipment~~recognition or ~~labor~~loss ~~are~~of ~~other~~revenue, ~~risks~~loss ~~involved~~of inmarket ~~extraction~~share ~~operations~~or ~~and~~failure ~~the~~to ~~conduct~~achieve ofmarket ~~exploration programs~~acceptance. WeFurther, dodefects, ~~not~~integration ~~carry~~issues ~~liability~~or ~~insurance~~other ~~with~~performance ~~respect~~problems toin our ~~mineral~~products ~~exploration~~could ~~operations~~also ~~and~~result wein ~~may~~personal ~~become~~injury ~~subject~~or tofinancial ~~liability~~or ~~for~~other ~~damage~~damages to ~~life~~our ~~and~~customers ~~property,~~for ~~environmental~~which ~~damage,~~they ~~cave-ins~~might orseek ~~hazards.~~legal ~~There~~recourse ~~are~~against ~~also~~us. ~~physical~~We ~~risks~~may tobe the ~~exploration~~target ~~personnel~~of ~~working~~product inliability ~~the~~lawsuits ~~rugged~~and ~~terrain~~could ofsuffer ~~the~~losses ~~Olympia.~~from ~~Previous~~a ~~mining~~significant ~~exploration~~product ~~activities~~liability ~~may~~judgment ~~have~~against ~~caused~~us ~~environmental~~if ~~damage to~~ the ~~Olympia.~~use Itof ~~may~~our beproducts ~~difficult~~at orissue ~~impossible~~is determined to ~~assess~~have ~~the~~caused ~~extent~~injury. toA ~~which~~significant ~~such~~product ~~damage~~recall ~~was~~or ~~caused~~product byliability uscase orcould byalso ~~the~~adversely ~~activities~~affect our results of ~~previous~~operations ~~operators,~~and result in ~~which~~negative ~~case~~publicity, ~~any~~damage ~~indemnities~~to our reputation and ~~exemptions~~a ~~from~~loss ~~liability~~of ~~may~~customer beconfidence ~~ineffective~~in our products.

~~Because~~We ~~our~~depend ~~sole~~on ~~officer~~our ~~and~~license ~~director~~agreements ~~has other outside business activities~~ and ~~may~~our ~~not~~relationship bewith inBosch ~~a position~~ to ~~devote~~sell aall ~~majority~~ of ~~his time to~~ our ~~exploration~~products ~~activity,~~and ~~our~~cannot ~~exploration~~guarantee ~~activity~~that ~~may~~Bosch bewill ~~sporadic~~continue ~~which~~to ~~may~~supply ~~result~~us inwith ~~periodic interruptions or suspensions of exploration~~products.

~~Our~~We ~~President~~rely ~~will~~on beour ~~devoting~~license ~~only~~agreements ~~15%~~with ofBosch ~~his~~to ~~time,~~obtain ~~approximately~~all 24of ~~hours~~our ~~per~~products. ~~month,~~The tolicense ~~our~~agreements ~~business~~impose ~~unless~~certain werequirements ~~are~~and ~~undertaking~~conditions anon ~~exploration~~us ~~program~~including ~~whereby~~required ~~his~~payments. ~~hours~~Our ~~will~~failure ~~increase~~to ~~during~~comply ~~those~~with ~~months. As~~these arequirements ~~consequence~~and ofconditions could result in the ~~limited~~early ~~devotion~~termination of ~~time~~these tolicense ~~the~~agreements. ~~affairs~~If we are unsuccessful in negotiating an extension of the ~~Company~~license ~~expected~~agreements, ~~from~~or ~~our~~the ~~sole~~license ~~director~~agreements ~~and~~are ~~officer~~not renewed or are terminated prior thereto, our business, ~~may~~financial ~~suffer. For~~condition ~~example,~~and ~~because~~results ~~our~~of ~~officer~~operations would be materially and ~~director~~adversely ~~has~~affected. ~~other~~If ~~outside~~we ~~business~~can ~~activities~~no ~~due~~longer toobtain ~~being~~products afrom ~~professional~~Bosch ~~geologist~~or ~~who~~if atBosch ~~times~~refuses ~~contacts~~to ~~his~~continue ~~services~~to supply products to ~~other~~us ~~exploration~~on ~~companies~~commercially reasonable terms or at all, and we cannot find replacement suppliers, our ~~exploration~~margins ~~activity~~and profitability may be ~~sporadic~~adversely oraffected. ~~may~~There is no assurance we will be ~~periodically~~able ~~interrupted~~to obtain lightsheets and other products from other suppliers on favorable terms or ~~suspended~~at all.

~~Currency~~We ~~conversion~~will ~~control~~depend ~~could~~on ~~adversely~~our ~~affect~~distributors ~~the~~to ~~Company’s~~generate ~~operations~~all of our revenues and ~~profitability~~profits.

~~The~~While ~~Company’s~~we ~~financial~~believe ~~statements~~that ~~are~~there ~~reported~~is inenough ~~U.S.~~interest ~~dollars~~from individuals and entities for us to find reputable and competent distributors, we will need to market to these potential persons and companies and enter into arrangements with them. We ~~intend~~will incur upfront costs in transporting the licensed products from Bosch or the manufacturer to ~~conduct~~the ~~exploration~~distributor ~~activity~~and also incur upfront costs for storing the products. The success of our business model is premised on assumptions about the ~~Olympia~~quantity ~~located~~and indollar amounts of purchase orders from distributors and we cannot guarantee how much if any of the ~~Dominican~~licensed ~~Republic~~products the distributors will order. ~~Accordingly~~ The distributors are independent third parties and their actions are outside of our control. In addition, we cannot be certain that they will have the ~~Company’s~~business ~~value~~acumen ofor ~~its~~financial ~~assets~~resources necessary to successfully sell the licensed products. If they do not successfully sell the licensed products or operate in accordance with applicable rules and ~~reporting~~regulations, offees ~~its~~paid ~~operations~~to us may be adversely affected byand ~~negative~~our ~~changes~~brand image and reputation could be harmed, which in ~~the~~turn ~~exchange~~could ~~rate~~adversely ofaffect ~~the~~our ~~Dominican~~results ~~peso~~of ~~against~~operations ~~the~~and Ufinancial condition.S. ~~dollar~~Moreover, although we believe we will maintain positive working relationships with our distributors, disputes with distributors could damage our brand image and reputation and our relationships with our distributors, generally.

Risks ~~Associated~~Relating ~~with~~to ~~this~~Ownership ~~Offering.~~of Our Securities

Our sole officer and director ~~owns~~will abe ~~substantial~~able ~~amount~~to ofexert ~~our~~significant ~~common~~influence ~~stock~~over ~~and~~us ~~will~~to ~~have~~the ~~substantial~~detriment ~~influence~~of ~~over~~minority ~~our operations~~stockholders.

~~Our~~James ~~sole~~Schramm, ~~director~~our ~~and~~sole officer ~~currently~~and ~~owns 75~~director,~~000,000~~ ~~shares~~controls ofapproximately ~~common stock representing 100~~96% of our ~~outstanding~~voting ~~shares. Mr.~~securities ~~Garcia~~through ~~purchased~~ his ~~shares~~ownership ~~for~~of ~~$0.001~~100% ~~per~~of ~~share. He~~our ~~has~~issued ~~registered~~and ~~for~~outstanding ~~resale~~Series ~~25,000,000~~A ofPreferred ~~his~~Stock. ~~shares~~As at a ~~price~~result, ~~of $0.002 per share. Assuming that~~ Mr. ~~Garcia~~Schramm iswill be able to ~~sell~~exert ~~his~~significant ~~25,000,000~~influence ~~shares,~~on heour ~~will~~management ~~still~~and ~~own~~affairs ~~50,000,000~~and ~~shares~~all ofmatters ~~common~~requiring ~~stock~~stockholder ~~representing 66.67% of our outstanding shares. As a result~~approval, heincluding ~~will~~significant ~~have substantial influence over our operations and can effect certain~~ corporate ~~transaction without further shareholders’ approval~~transactions. This concentration of ownership may ~~also~~ have the effect of delaying or preventing aour change in control and might affect the market price of our common stock.

~~-8-~~9

~~There~~You ismay noexperience ~~market~~dilution ~~for~~of ~~our~~your ownership interests because of the future issuance of additional shares of our common stock., including the common stock registered in this prospectus, or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

~~Our~~In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are authorized to issue an aggregate of 700,000,000 shares of common stock isand ~~not~~100,000,000 ~~listed~~shares onof ~~any~~"blank ~~exchange~~check" preferred stock. We may issue additional shares of our common stock or ~~quotation~~other ~~system,~~securities ~~and~~that ~~there~~are isconvertible nointo ~~market~~or exercisable for our common stock~~. Therefore~~ in connection with hiring or retaining employees, ~~the~~future ~~ability~~acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future ~~shareholders~~issuance toof ~~sell~~any ~~their~~such additional shares of our common stock may becreate ~~limited~~downward ~~which~~pressure ~~may~~on ~~affect~~ the trading price of ~~our~~the ~~shares of~~ common stock. We ~~intend~~will need to ~~apply~~raise ~~for~~additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a ~~quotation~~price on(or exercise or conversion prices) below the ~~OTCBB~~price ~~whereby:~~an investor paid for stock. Further, the event that we issue common stock or securities convertible into common stock at certain prices, holders of our convertible notes will be entitled to additional shares of common stock.

●	We will have to be sponsored by a participating market maker who will file a Form 211 on our behalf since we will not have direct access to the FINRA personnel; and
●	We will not be quoted on the OTCBB unless we are current in our periodic reports filed with the SEC.

An aggregate of 21,120,690 shares of common stock underlying the Notes are being registered in this registration statement. Upon conversion of the Notes, and assuming that the full number of shares reserved for issuance upon conversion of the Notes are converted, the number of shares of our common stock outstanding will increase by 21,120,690 shares from 40,500,000 shares of common stock. Even though the holders of the Notes may not convert these securities if they would own more than 4.99% of the then-outstanding common stock, this restriction does not prevent these holders from selling some of their holdings and then converting additional shares. In this way, the holders could sell more than these limits while never holding more than those limits. Further, an additional 316,000 shares of common stock are issuable to Carter in the event that the remaining unfunded Notes are funded.

~~From~~Conversion ~~the date~~ of ~~this~~our ~~Prospectus,~~outstanding wepreferred ~~estimate~~stock ~~that~~may itdilute ~~will~~the ~~take~~ownership usinterest ~~between~~of ~~twelve~~existing tostockholders ~~eighteen~~or ~~weeks~~may tootherwise bedepress ~~approved for a quotation on~~ the ~~OTCBB. However,~~price ~~there~~of ~~can be no assurance that~~ our ~~shares~~common ~~will be listed for quotation on the OTCBB~~stock.

~~Even~~The ifconversion aof ~~market~~some ~~develops~~or ~~for~~all of our outstanding Series B Preferred Stock will dilute the ownership interests of existing stockholders. We have authorized 4,700,000 shares ~~our~~of Series B Preferred Stock and such shares ~~may~~are beissued ~~thinly~~and ~~traded~~outstanding. Each share of Series B Preferred Stock is convertible, ~~with~~at ~~wide~~the ~~share~~option ~~price~~of ~~fluctuations~~the holder, ~~low~~at any time after September 7, 2016 into common stock at a conversion price equal to the volume weighted average price per share ~~prices~~for the ten trading days prior to the date of the written notice of conversion. The aggregate conversion amount is determined by multiplying the converted amount of Series B Preferred Stock by the conversion price of each tranche converted. The aggregate conversion amount of the Series B Preferred Stock when converted into shares of common stock shall be equal to or greater than $47,000,000 and ~~minimal~~upon ~~liquidity~~the final conversion, if the aggregate conversion amount is less than $47,000,000, the holders shall be entitled to receive from the Company on a pro rata basis shares of common stock in an amount necessary so that the aggregate conversion amount is then equal to $47,000,000. The conversion price is subject to subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. We cannot estimate the number of shares of common stock issuable upon conversion of the Series B Preferred Stock because we cannot predict the conversion prices.

~~Even~~Any ifsales ~~our~~in ~~shares~~the public market of the common stock ~~are~~issuable ~~quoted~~upon onsuch conversion could adversely affect prevailing market prices of our common stock. In addition, the ~~OTCBB~~existence of the preferred stock may encourage short selling by market participants because the conversion of the preferred stock could be used to satisfy short positions, or anticipated conversion of the preferred stock into shares of our ~~share~~common stock could depress the price of our common stock. Even though the holders of the Series B Preferred Stock may benot ~~volatile~~convert ~~with~~these ~~wide~~securities ~~fluctuations~~if inthey ~~response~~would toown ~~several~~more ~~factors~~than 4.99% of the then-outstanding common stock, ~~including~~this ~~but~~restriction does not ~~limited~~prevent ~~to:~~these holders from selling some of their holdings and then converting additional shares. In this way, the holders could sell more than these limits while never holding more than those limits.

●The ~~Potential~~JSJ ~~investors’~~Financing ~~anticipated~~and ~~feeling~~the ~~regarding~~issuances ~~our results~~ of ~~operations;~~the ●Notes ~~Increased~~may ~~competition~~limit ~~and/or~~our ~~variations in mineral prices; ● Our~~ ability ~~or inability~~ to ~~generate~~raise ~~future~~additional ~~revenues;~~capital and/or ●take ~~Market~~certain ~~perception~~corporate ~~of the future of the mineral exploration industry~~action.

~~Further, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance.~~ Our ~~share~~agreements ~~price~~with ~~might~~JSJ ~~be affected by general economic~~Investments, ~~political~~Inc. and ~~market~~RDW ~~conditions,~~contain ~~such~~several ascovenants ~~recessions,~~that ~~changes~~restrict ~~in interest rates or international currency fluctuations. In addition, even if~~ our ~~stock~~ability isto ~~approved~~take ~~for~~certain ~~quotation~~actions bywithout ~~a market maker through~~ the ~~OTCBB,~~lenders' ~~stocks~~respective ~~traded over this quotation system are usually thinly traded~~consents, ~~highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.~~including:

~~The~~· ~~number~~redeem, ofreacquire, ~~shares~~pay ~~being~~dividends ~~registered~~or ~~for~~make ~~sale~~other indistributions ~~this~~on ~~Prospectus is significant in relation to~~ our ~~outstanding shares and may depress our share price.~~securities;

~~The~~· ~~shares~~engage ~~being~~in ~~registered~~any byrecapitalization, ~~this Prospectus~~merger, 25consolidation,~~000,000,~~ ifreorganization ~~sold in the market all at once~~ or atsimilar ~~about the same time, could depress the market price during the period the registration statement remains effective.~~transaction;

We· ~~will~~incur ~~need~~any ~~to sell additional shares of common stock for additional capital for our operations that will result in ownership dilution to our existing shareholders.~~indebtedness;

We· ~~need~~issue toany ~~raise~~equity ~~additional~~securities, ~~capital~~subject ~~through the sale of our common stock. This will result in ownership dilution~~ to ~~our~~limited ~~shareholders~~exceptions; 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.and

~~-9-~~· lease, or otherwise dispose of a significant portion of our assets outside the ordinary course of business.

~~Penny~~We ~~Stock~~do ~~Regulations~~not ~~Affect~~anticipate ~~Our~~paying ~~Stock~~dividends ~~Price,~~on ~~Which~~our ~~May~~common ~~Make~~stock, Itand ~~More~~investors ~~Difficult~~may ~~For~~lose ~~Investors~~the Toentire ~~Sell~~amount ~~Their~~of ~~Stock~~their investment.

~~Broker-dealer~~Cash ~~practices~~dividends inhave ~~connection~~never ~~with~~been ~~transactions~~declared 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~~paid on ~~the~~our ~~NASDAQ~~common ~~Stock Market~~stock, ~~provided that current price~~ and ~~volume~~we ~~information~~do ~~with~~not ~~respect~~anticipate ~~to transactions in~~ such ~~securities~~a isdeclaration ~~provided~~or bypayment for the ~~exchange~~foreseeable ~~or system)~~future. ~~The~~We ~~penny~~expect ~~stock~~to ~~rules~~use ~~require~~future ~~a broker-dealer~~earnings, ~~prior~~if ~~to a transaction in a penny stock not otherwise exempt from the rules~~any, to ~~deliver~~fund abusiness ~~standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market~~growth. ~~The~~Therefore, ~~broker-dealer~~stockholders ~~must~~will ~~also~~not ~~provide~~receive ~~the~~any ~~customer~~funds ~~with~~absent ~~current~~a ~~bid~~sale ~~and offer quotations for the penny stock, the compensation~~ of ~~the~~their ~~broker-dealer~~shares ~~and its salesperson in the transaction, and monthly account statements showing the market value~~ of ~~each~~common ~~penny~~ stock. ~~held~~If inwe ~~the~~do ~~customer’s~~not ~~account.~~pay ~~In addition~~dividends, ~~the~~our ~~penny~~common stock ~~rules~~may ~~generally~~be ~~require~~less ~~that~~valuable ~~prior~~because to a ~~transaction~~return inon ayour ~~penny~~investment ~~stock~~will ~~the~~only ~~broker-dealer~~occur ~~make~~if aour ~~special written determination that the penny~~ stock isprice ~~a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction~~appreciates. ~~These~~We ~~disclosure~~cannot ~~requirements~~assure ~~may~~stockholders ~~have~~of ~~the~~a ~~effect~~positive ofreturn ~~reducing~~on ~~the~~their ~~level~~investment ofwhen ~~trading~~they ~~activity~~sell intheir ~~the~~shares, ~~secondary~~nor ~~market~~can ~~for~~we aassure ~~stock~~ that ~~becomes~~stockholders ~~subject~~will tonot ~~the~~lose ~~penny stock rules. Our securities are subject to~~ the ~~penny~~entire ~~stock~~amount ~~rules,~~of ~~and investors may find it more difficult to sell~~ their ~~securities~~investment.

Being a public company is expensive and administratively burdensome.

As a public reporting company, we are subject to the information and reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the time and attention of our Board of Directors and management, and increases our expenses. We estimate the Company will incur approximately $50,000 to $150,000 annually in connection with being a public company.

Among other things, we are required to:

	●	maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

	●	maintain policies relating to disclosure controls and procedures;

	●	prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

	●	institute a more comprehensive compliance function, including with respect to corporate governance; and

	●	involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders are expensive and much greater than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2015 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

You could lose all of your investment.

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying value. You could lose your entire investment.

The ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger of the Company.

Our Board of Directors is authorized to issue up to 100,000,000 shares of preferred stock with powers, rights and preferences designated by it. See "Preferred Stock" in the section of this Current Report titled "Description of Securities." Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of the Company. The ability of the Board of Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent officers and directors from office even if such change were to be favorable to stockholders generally.

Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.

Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system, or in the "pink sheets." In those venues, however, the shares of our common stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.

There currently is no active public market for our common stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.

There is currently no active public market for shares of our common stock and one may never develop. Our common stock is quoted on the OTC Markets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our common stock to be listed on a national securities exchange, which is often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders' equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility, making it difficult or impossible to sell shares of our common stock.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	●	changes in our industry;
	●	competitive pricing pressures;
	●	our ability to obtain working capital financing;
	●	additions or departures of key personnel;
	●	sales of our common stock;
	●	our ability to execute our business plan;
	●	operating results that fall below expectations;
	●	loss of any strategic relationship;
	●	regulatory developments; and
	●	economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion of notes, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Investor relations activities, nominal "float" and supply and demand factors may affect the price of our stock.

The Company may utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. The Company may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. The Company does not intend to review or approve the content of such analysts' reports or other materials based upon analysts' own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may, from time to time, also take steps to encourage investor awareness through similar activities that may be undertaken at the expense of the investors. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of "pump and dump" activities may exist, such as rapid share price increases or decreases. We, and our shareholders may be subjected to enhanced regulatory scrutiny due to the small number of holders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTCQB Marketplace or the OTCPink Marketplace (Pink OTC) or pink sheets. Until such time as our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, which will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of the outstanding common stock of the Company will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited factors such as thinly-traded markets, small numbers of holders, and awareness campaigns as hallmarks of claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company's or third-parties' activities, or the small number of potential sellers or small percentage of stock in the "float," or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of common stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, by negotiations between the Selling Shareholders and buyers of our common stock in private transactions or as otherwise described in "Plan of Distribution."

USE OF PROCEEDS

~~This~~We ~~Prospectus~~will ~~relates~~not toreceive ~~shares~~any ofproceeds ~~our~~from ~~common~~the ~~stock~~sale ~~that~~of ~~may~~shares beof ~~offered~~common ~~and~~stock ~~sold from time to time~~ by the Selling ~~Security~~Shareholders ~~Holder.~~covered Weby ~~will~~this ~~not~~prospectus. ~~receive~~All ~~any~~ proceeds from the sale of shares of common stock inoffered under this ~~offering~~prospectus will be for the account of the Selling Shareholders as described below in the sections entitled "Selling Security Holders" and "Plan of Distribution. " We ~~will~~have ~~pay~~agreed ~~all~~to bear the expenses ~~associated~~relating ~~with~~to ~~this~~the ~~offering~~registration ~~estimated~~of atthe ~~$19,306.82~~common asstock ~~shown~~for onthe ~~page~~Selling 14Shareholders.

MARKET FOR OUR COMMON ~~EQUITY~~STOCK AND RELATED STOCKHOLDER MATTERS

STOCKHOLDERS MATTERS

Market Information

~~There~~Our iscommon nostock ~~market~~is ~~price~~currently eligible for ~~our~~quotation ~~shares. There~~and ~~are~~trades noon ~~shares~~the OTCPink Marketplace under the symbol "XLIT." The quotation of our common stock ~~that~~under ~~are~~this ~~subject~~symbol tobegan ~~outstanding~~on ~~options~~December 1, ~~warrants~~2015. orPrior ~~securities~~to ~~convertible~~such ~~into~~date our common stock ofwas eligible for quotation and trade under the symbol "MYXY" since June 29, 2015. There has been very limited trading in our ~~Company~~common stock to date.

The following table sets forth the high and low closing bid prices for our common stock for the fiscal quarter indicated as reported on OTCPink Marketplace. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our common stock is very thinly traded and, thus, pricing of our common stock on the OTCPink Marketplace does not necessarily represent its fair market value. The last reported sales price of our common stock on the OTCPink Marketplace on March 24, 2016 was $0.15 per share.

Period	High		Low

Quarter ending February 29, 2016	$	1.50	$	0.66
Quarter ending November 30, 2015	$	1.25	$	0.14
Quarter ending August 31, 2015	$	1.01	$	0.51

Holders

~~Mineria~~As Yof ~~Exploraciones~~March ~~Olympia~~24, ~~Inc.~~2016, ~~has~~we ~~one~~had ~~shareholder~~40,500,000 asshares atof ~~the~~common ~~date~~stock ofoutstanding ~~this~~and ~~Prospectus~~approximately 14 shareholders of record.

Dividend Policy

We have ~~not~~never paid any cash dividends on our ~~common~~capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, ~~if any,~~ to ~~finance~~fund ~~the~~ongoing ~~growth~~operations ofand ~~the~~future ~~business~~capital requirements. WeAny ~~cannot~~future ~~assure~~determination ~~you~~to ~~that we will ever~~ pay cash dividends~~. Our~~ ~~ability~~will tobe ~~pay~~at ~~cash~~the ~~dividends~~discretion inof ~~the~~our ~~future~~Board ~~will~~of ~~depend~~Directors onand ~~the~~will ~~Company’s~~be dependent upon financial condition, ~~and~~ results of operations, capital requirements and such other factors ~~that~~as the Board of Directors ~~will~~deems ~~consider~~relevant.

Securities Authorized for Issuance under Equity Compensation Plans

~~The~~We ~~Company~~do ~~has~~ not ~~adopted~~have any ~~equity~~common ~~compensation~~stock ~~plans~~authorized ~~although~~for itissuance ~~may~~under doequity socompensation ~~in the future if it hires additional employees~~plans.

~~-10-~~SELLING SHAREHOLDERS

~~MANAGEMENT’S~~This ~~DISCUSSION~~prospectus ~~AND~~covers ~~ANALYSIS~~the ORresale ~~PLAN~~by OFthe ~~OPERATIONS~~Selling Shareholders of up to 21,457,949 shares of common stock consisting of (i) 21,120,690 shares of common stock issuable upon conversion of convertible notes issued or issuable pursuant to a stock purchase agreement between us and RDW dated January 14, 2016 and amended March 1, 2016, March 9, 2016 and March 15, 2016 and (ii) 337,259 shares of common stock issued or issuable to Carter pursuant to an engagement letter dated November 17, 2015.

~~You~~The ~~should~~Purchase ~~read~~Agreement provides for the ~~following~~purchase ~~discussion~~by RDW of ~~our~~seven ~~financial~~convertible ~~condition~~original ~~and~~issue ~~results~~discount Notes in the aggregate principal amount of ~~operations~~$1,837,500 for an aggregate purchase price of $1,750,000. The purchases will occur in ~~conjunction~~seven tranches, with the ~~financial~~first ~~statements~~tranche ~~and~~of $250,000 ($262,500 principal amount) invested on January 14, 2016, the ~~notes~~second ~~thereto~~tranche ~~included~~of ~~elsewhere~~$25,000 in($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) invested on March 15, 2016, the fourth tranche of $35,000 ($36,750 principal amount) to be invested three business days following the filing of the registration statement of which this prospectus. ~~The~~forms ~~following~~a ~~discussion~~part ~~contains~~(the ~~forward-looking~~"Registration ~~statements~~Statement"), ~~that~~the ~~reflect~~fifth ~~our~~tranche ~~plans~~of $100,000 ~~estimates~~($105,500 principal amount) to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000 ($682,500 principal amount) to be invested three business days after the Registration Statement is declared effective and ~~beliefs.~~the ~~Our~~seventh ~~actual~~tranche ~~results~~of ~~could~~$650,000 ~~differ~~($682,500 ~~materially~~principal ~~from~~amount) ~~those~~to ~~discussed~~be invested five business days after the Registration Statement is declared effective. Each Note may be converted in whole or in part at the ~~forward-looking~~holder's ~~statements~~discretion at any time 90 days after the date of issuance and bears interest the rate of 8% per annum with the interest due and payable at each conversion date and maturity date. ~~Factors~~The ~~that~~conversion ~~could~~price ~~cause~~of each Note is equal to 60% of the lower of (i) the lowest traded price of our common stock during the 20 trading days preceding the applicable conversion date or ~~contribute~~(ii) the lowest traded price of our common stock during the 20 trading days preceding the date of issuance of such Note. We have agreed to ~~these~~reserve ~~differences~~for ~~include~~issuance ~~those~~300% ~~discussed~~of ~~below~~the common stock issuable under the Notes and ~~elsewhere~~register infor ~~this~~resale ~~prospectus~~all of the shares of common stock issuable upon conversion of the Notes. For the purposes of the Registration Statement, ~~particularly~~we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016. Conversions of the Notes shall not be permitted if such conversion will result in the ~~sections~~holder ~~titled~~owning ~~“Risk~~more ~~Factors”~~than ~~and~~4.99% ~~“Forward-Looking~~of ~~Statements~~our common shares outstanding after giving effect to such conversion.”

~~Overview~~16

~~Mineria~~The YEngagement ~~Exploraciones~~Letter ~~Olympia~~provides, ~~Inc.~~among ~~was~~other ~~incorporated on August 22~~things, ~~2012~~for ~~under~~ the ~~laws~~issuance ofto ~~the~~Carter, ~~State~~during ~~of Nevada and is currently in good standing with~~ the ~~Secretary~~term of ~~State. On~~the ~~September~~Engagement 2Letter, ~~2012~~of ~~the~~restricted ~~Company~~stock ~~incorporated~~equal ato ~~wholly~~four ~~owned~~percent ~~subsidiary~~of inany ~~the~~capital ~~Dominican~~raised ~~Republic~~from ~~named~~investors ~~Consorcio~~introduced deto ~~Mineria & Exloraciones Olympia, SR. Though its subsidiary~~ the Company ~~acquired~~by ~~the~~Carter ~~mineral~~divided ~~rights~~by to the ~~Olympia~~closing ~~located~~price ~~north~~ of ~~the~~our ~~city~~common ofstock ~~Santo~~on ~~Domingo~~the indate ~~the~~of ~~Dominican~~a ~~Republic~~raise. In ~~order~~For tothe ~~determine~~purposes ifof ~~there~~the ~~existed~~Registration ~~any~~Statement, ~~mineralization~~we onhave ~~the~~(i) ~~Olympia~~included the ~~subsidiary~~aggregate ~~undertook~~of ~~ground~~21,259 ~~exploration~~shares inissuable ~~the~~to ~~early~~Carter ~~part of 2013 and~~ in ~~February~~connection ~~obtained~~with a ~~geological~~financing ~~report authored~~ by ~~Hilario~~a ~~Santos~~third ~~Sosa,~~party ~~Professional~~investor ~~Geologist, which is included~~ in ~~part~~December in2015 ~~this~~and ~~prospectus under~~ the ~~heading~~three ~~“Description~~consummated ofRDW ~~Business”.~~investments ~~Based~~and on(ii) ~~these~~estimated ~~results~~that the ~~Company~~closing isprice ~~contemplating~~for athe ~~further~~purposes ~~exploration~~of ~~program~~calculating on the ~~Olympia~~remainder ~~during~~of the ~~winter~~shares ofissuable ~~2013. It~~to ~~might~~Carter ~~not~~in ~~have~~connection ~~the~~with ~~available~~four ~~funds~~remaining tounfunded ~~undertake~~tranches ~~the~~of ~~recommended~~Notes ~~drilling~~will ~~program~~be as$0.15, ~~set forth in~~ the ~~geological~~closing ~~report~~price ~~mentioned~~of ~~above~~our ~~and~~common ~~hence~~stock ison ~~considering~~ the ~~less~~OTCPink ~~expensive~~Marketplace ~~exploration~~on ~~program~~March ~~concentrating~~24, on2016. ~~soil,~~The ~~rock~~Engagement ~~and~~Letter ~~sediment~~also ~~samples~~provides ~~taken~~that ~~from~~we ~~areas~~are ~~where~~required ~~high~~to ~~concentration~~pay ofCarter ~~mineralization~~a ~~were~~cash ~~obtained~~success ~~during~~fee ~~its~~at ~~first~~each ~~exploration~~financing ~~program.~~as follows:

~~Sadler~~ ·Ten ~~Gibb~~percent &cash ~~Associates,~~fee ~~Inc.~~of ~~have~~any ~~stated~~funding inup ~~their~~to ~~audit~~$1,000,000; ·Eight ~~report~~percent ~~included~~cash infee ~~this~~of ~~prospectus~~any ~~that~~funding weup ~~might~~to ~~cease~~$5,000,000; asand ·Six apercent ~~going~~cash ~~concern. Their~~fee ~~wording~~of inany ~~their~~funding ~~report~~over ~~is as follows:~~$1,000,000.

~~“The~~As ~~accompanying~~of ~~financial~~March ~~statements~~24, ~~have~~2016, ~~been~~we ~~prepared~~have ~~assuming~~paid ~~that~~Carter ~~the~~an ~~Company~~aggregate ~~will~~of ~~continue~~$56,000 aspursuant ato ~~going~~the ~~concern~~Engagement Letter. ~~The~~Because ~~Company~~the ~~will~~actual ~~need~~issuance ~~additional~~dates, ~~working~~conversion ~~capital~~dates ~~for~~and ~~its~~conversion ~~planned~~prices ~~activity~~under the Notes are unknown, ~~which~~there ~~raises~~is ~~substantial~~no ~~doubt~~maximum ~~about~~amount ~~its~~of ~~ability~~our toshares ~~continue~~that asmay abe ~~going~~issued ~~concern~~by the Company upon conversion of the Notes. ~~Management's~~Because ~~plans~~the inactual ~~regard~~issuance todates ~~these~~and ~~matters~~price ~~are~~of ~~described~~our incommon stock on the ~~notes~~issuance todates under the ~~financial~~Notes ~~statements.~~is ~~These~~unknown, ~~financial~~there ~~statements~~is dono ~~not~~maximum ~~include~~amount ~~any~~of ~~adjustments~~our shares that ~~might~~may ~~result~~be ~~from~~issued by the ~~outcome~~Company to Carter pursuant to the Engagement Letter. Accordingly, we caution readers that, although we are registering 21,457,949 shares, the number of ~~this~~shares ~~uncertainty”~~actually issued under the Purchase Agreement and the Notes may be substantially greater than the number registered.

~~Our~~The ~~auditors~~following ~~believe~~table ~~there~~sets isforth, ~~substantial~~as ~~doubt~~to ~~that~~each of the Selling Shareholders, the number of shares of our ~~company~~common ~~can~~stock ~~continue~~held of record by the Selling Shareholders as anof ~~on-going~~March ~~business~~24, ~~for~~2016; the ~~next~~number ~~twelve~~of ~~months~~shares ~~unless~~of ~~there~~our iscommon anstock ~~addition~~being ~~injection~~offered by such Selling Shareholder pursuant to this prospectus; the number of ~~capital~~shares ~~into~~of our ~~company. We~~common ~~are~~stock ~~not~~beneficially ~~producing~~owned ~~any~~by ~~revenue~~the ~~from~~Selling Shareholder upon completion of the ~~Olympia~~offering and itthe ~~might~~percentage ~~take~~of ~~years~~beneficial ~~before~~ownership weof ~~are~~the ~~able~~Shareholder toupon ~~develop~~completion of the ~~claim~~offering, tobased aupon ~~degree~~40,500,000 ~~that~~shares itof isour ~~able~~common stock outstanding as of March 24, 2016. The shares being offered hereby are being registered to ~~produce~~permit ~~revenue~~public ~~and~~secondary ~~ensure~~trading, ~~our~~and ~~future~~the ~~success. Therefore~~Selling weShareholders ~~must~~may ~~seek~~offer ~~other~~all ~~sources~~or part of ~~funds~~the ~~other~~shares ~~than~~for resale from time to time. However, the ~~Olympia~~Selling inShareholders ~~order~~are ~~for~~under usno obligation to besell aall ~~going~~or ~~concern.~~any ~~One~~portion ~~way~~of issuch toshares ~~seek~~nor ~~funds~~are ~~from~~the ~~new~~Selling ~~investors~~Shareholders orobligated to ~~have~~sell ~~our~~any ~~current~~shares ~~director~~immediately ~~and~~upon ~~officer~~effectiveness ~~advance~~of ~~funds~~this prospectus. All information with respect to usshare ownership has been furnished by the Selling Shareholders.

~~PLAN OF OPERATIONS~~17

Our financial commitments for the next twelve months consist of primarily related expenses of approximately $19,300 to this offering and becoming a reporting company, various expenses required to maintain the company during the next twelve months and approximately $65,752 associated with the mineral exploration program for a total estimate of outlay of funds of $109,553 less cash on hand as of May 31, 2013 of $26,166. Including mineral exploration program, we will have to incur the following estimated expenses over the next twelve months:

Name of Selling Shareholder (1)

Position, Office or Other Material Relationship with the Company

Shares Beneficially Owned Prior to the Offering (2)

Shares to be Offered

(3)

Shares Beneficially Owned After the Offering

(2)

Percentage Beneficially Owned after the Offering

(2)(3)(4)

RDW Capital LLC (5)

None

3,801,723

(6)(7)

21,120,690

(7)

Carter, Terry & Company (8)

None

337,259

(9)

337,259

(9)

(1) Except as indicated in the footnotes to the table above, each Selling Shareholder has voting and investment power with respect to the shares set forth opposite such Selling Shareholder's name.(2) Beneficial ownership is determined in accordance with Rule 13d-113 under the Securities Act, and includes any shares as to which the Selling Shareholder has sole or shared voting power or investment power, and also any shares which the Selling Shareholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible security, warrant or other right.(3) This table assumes that each Selling Shareholder will sell all shares offered for sale by it under this registration statement.(4) In determining the percent of common stock beneficially owned by a selling stockholder on March 24, 2016, (a) the numerator is the number of shares of common stock beneficially owned by such selling stockholder (including shares that he has the right to acquire within 60 days of March 24, 2016), and (b) the denominator is the sum of (i) the 40,500,000 shares of common stock outstanding on March 24, 2016 and (ii) the number of shares of common stock which such selling stockholder has the right to acquire within 60 days of March 24, 2016.(5) John DeNobile is the sole member and manager of RDW Capital LLC and has sole voting and dispositive control over the shares of common stock beneficially owned by RDW Capital LLC.(6) Includes (i) 3,017,241 shares of common stock issuable upon conversion of the $250,000 ($262,500 principal amount) note issued on January 14, 2016, (ii) 301,724 shares of common stock issuable upon conversion of the $25,000 ($26,250 principal amount) note issued on March 2, 2016, and (iii) 482,759 shares of common stock issuable upon conversion of the $40,000 ($42,000 principal amount) note issued on March 15, 2016. Does not include 17,318,966 shares of common stock issuable upon conversion of four notes in the aggregate amount of $1,435,000 ($1,506,750 aggregate principal amount) as such notes have not been issued. For the purposes of the Registration Statement, we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016.(7) For the purposes of the Registration Statement, we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW Capital LLC will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016.(8) Timothy J. Terry is the President of Carter, Terry & Company and has sole voting and dispositive control over the shares of common stock beneficially owned by Carter, Terry & Company. Carter, Terry & Company is a registered broker-dealer and has received success fees in connection with the JSJ Financing and the issued Notes.(9) Includes (i) the aggregate of 21,259 shares issuable to Carter in connection with a financing by a third party investor in December 2015 and the three issued RDW Notes and (ii) estimated that the closing price for the purposes of calculating the remainder of the shares issuable to Carter in connection with four remaining unfunded tranches of Notes will be $0.15, the closing price of our common stock on the OTCPink Marketplace on March 24, 2016.

Expenses	Amount	Description
Accounting	$ 4,095	Fees to the accountant for preparing the quarter and annual financial statements to be reviewed and examined by the independent accountants.
Audit	7,000	Review of the quarterly financial statements and examination of the annual financial statements.
Legal and Consulting Fees	1,500	Estimated legal for opinion under Exhibit 5 and consent to use of name as expert in this prospectus.
Mineral exploration program	65,752	Phase II mineral exploration program as set forth on page 29.
Edgar filing service fees	7,400	Engagement of Edgar service entity to file reports with the SEC; future Forms 10-K and 10-Q.
Offering costs	19,306	Estimated cost of the prospectus offering costs as shown on page 14
Office	1,000	General office supplies.
Transfer agent’s fees	2,000	Annual maintenance fee and preparation of share certificates and other documents periodically required.
Miscellaneous	1,500	Printing of prospectus, photocopy and courier.
Estimated expenses	109,553
Less: Cash	(26,166)	Cash as at May 31, 2013
Cash Requirements	$ 83,387

~~Our~~PLAN ~~engineering~~OF ~~consultant~~DISTRIBUTION; ~~has~~TERMS ~~recommended~~OF anTHE exploration program for the $65,752 for us to undertake Phase II. Currently, we do not presently have the requisite funds to complete the recommended exploration program. If we cannot raise money to complete the exploration program, we may be required to cease operation or look for a joint venture partner. As at the date of this prospectus, management has not identified any joint venture partners.OFFERING

~~Even~~The ifSelling weShareholders ~~raise~~and ~~the~~any ~~sufficient~~of ~~funds~~their topledgees, ~~complete~~donees, ~~the~~transferees, ~~exploration~~assignees ~~program~~and ~~under~~successors-in-interest ~~Phase~~may, IIfrom time to time, wesell ~~expect~~any weor ~~will~~all beof ~~required~~their toshares ~~raise~~of ~~additional~~common ~~funds~~stock ~~for~~on ~~further~~any ~~exploration~~stock ~~activities~~exchange, market or trading facility on which the ~~Olympia~~shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:

~~Nevertheless~~· ordinary brokerage transactions and transactions in which the ~~Company~~broker-dealer issolicits ~~considering~~investors; a· ~~further~~block ~~ground~~trades ~~exploration~~in ~~program,~~which ~~undertaking~~the ~~further~~broker-dealer ~~soil,~~will ~~sediment~~attempt to sell the shares as agent but may position and ~~rock~~resell ~~samples,~~a ~~which~~portion ~~would~~of ~~cost~~the ~~approximately~~block ~~$19,000~~as principal to facilitate the transaction; · purchases by a broker-dealer as principal and beresale ~~undertaken~~by the broker-dealer for its account; · an exchange distribution in accordance with the ~~winter~~rules of ~~2013~~the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that this Registration Statement is declared effective by the Commission; · broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law.

WeThe doSelling ~~not~~Shareholders ~~intend~~may toalso ~~hire~~sell ~~any~~shares ~~employees~~under atRule ~~this~~144 ~~time. All of the work on the Olympia will be conducted by unaffiliated independent contractors that we will hire~~ under the ~~supervision~~Securities ofAct, ~~our~~if ~~President~~available, ~~who~~rather isthan aunder ~~geologist~~this ~~himself~~prospectus.

~~RESULTS~~Broker-dealers OFengaged ~~OPERATIONS~~by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

~~Foreign~~The ~~Currency~~Selling Shareholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, ~~Exchange~~if ~~Rates~~they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

~~Our~~Upon ~~mineral~~the ~~property~~Company isbeing ~~located~~notified in writing by a Selling Shareholder that any material arrangement has been entered into with a broker-dealer for the ~~Dominican~~sale ~~Republic. However~~of common stock through a block trade, ~~costs~~special ~~expressed~~offering, inexchange ~~the~~distribution ~~geological~~or ~~report~~secondary ondistribution ~~the~~or ~~Olympia~~a ~~are~~purchase ~~expressed~~by ina ~~United~~broker ~~States~~or ~~Dollars. Any~~dealer, ~~future~~a ~~work~~supplement to this prospectus will be ~~conducted~~filed, onif required, pursuant to Rule 424(b) under the ~~Olympia~~Securities isAct, ~~expected~~disclosing to(i) the name of each such Selling Shareholders and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock shall be sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in ~~United~~this ~~States~~prospectus, ~~dollars~~and ~~although~~(vi) ~~wages~~other facts material to the ~~workers~~transaction, ~~will~~including conditions under which the arrangement may be ~~paid~~terminated. In addition, upon the Company being notified in ~~Dominican~~writing ~~Pesos~~by ~~after~~a ~~conversion~~Selling ~~from~~Shareholder ~~United~~that ~~States~~a ~~currency. The~~donee ~~functional~~or ~~currency~~pledgee isintends ~~considered~~to sell more than 500 shares of common stock, a supplement to this prospectus will be USfiled ~~dollars~~if then required in accordance with applicable securities law.

~~-12-~~The Selling Shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

~~Results of Operations for the Year Ended May 31, 2013~~19

~~For~~DESCRIPTION ~~the~~OF ~~period~~SECURITIES ~~from~~TO ~~August~~BE 22, 2012 to May 31, 2013, we had a net loss of $48,834. This represents a net loss of $0.00 per share for the period based on a weighted average number of shares outstanding of 71,554,770. Our loss to date represents various expenses incurred with organizing the company and its wholly owned subsidiary, commissioning the geological report, undertaking initial exploration work on the Olympia, preparation of financial statements for submission to the independent accountants and general office expenses which can be broken down as follows:REGISTERED

Expense	Amount	Description
Entertainment	$ 210	Various meeting with geologists, lawyers and other persons need in evaluating the potential of the Olympia claim.
Exploration expenses	26,528	Undertaking exploration work on the Olympia.
Filing fees	575	Annual report of the director and officer as filed with the State of Nevada.
Impairment loss on mineral claim	13,000	Write-off of the cost of acquiring the Olympia.
Incorporation costs	3,375	Incorporation in the State of Nevada and in the Dominican Republic.
Office	12	Printing cost of maps of the Olympia.
Legal	3,644	Property investigation and preparation of documents for the Company’s wholly owned subsidiary.
Transfer agent fees	89	Fees paid to our transfer agent.
Travel	1,401	Travelling to Santo Domingo to meet with Department of Mines on various occasions
Total	$ 48,834

The following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by our Articles of Incorporation and bylaws.

Our authorized capital stock consists of 800,000,000 shares of stock consisting of (i) 700,000,000 shares of common stock, $0.001 par value per share and (ii) 100,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

The Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our common stock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution, liquidation or winding up, the assets will be divided pro rata on a share-for-share basis among holders of the shares of common stock after any required distribution to the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and non-assessable.

Voting Rights

Holders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except as otherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders of shares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Liquidation Rights

Subject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.

Absence of Other Rights

Holders of common stock have no preferential, preemptive, conversion or exchange rights.

Preferred Stock

The Board of Directors is authorized, without further stockholder approval, to issue from time to time any of our authorized but unissued shares of preferred stock. The preferred stock may be issued in one or more series and the Board of Directors may fix the rights, preferences and designations thereof. Holders of our preferred stock are not entitled to any preemptive or preferential rights to subscribe for additional shares of our capital stock.

The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock thereby delaying, deferring or preventing a change of control.

Series A Preferred Stock

100,000 shares of our blank check preferred stock has been designated as Series A Preferred Stock. The Series A Preferred Stock has the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

The terms of the shares of Series A Preferred Stock are set forth in the Certificate of Designation of Series A Preferred Stock (the "Series A COD") filed with the Secretary of State of the State of Nevada. The Series A Preferred Stock, with respect to dividend rights and rights on liquidation, winding-up and dissolution, in each case ranks senior to the Company's common stock and all other securities of the Company that do not expressly provide that such securities rank on parity with or senior to the Series A Preferred Stock. The Series A Preferred Stock is not convertible into common stock or other securities of the Company.

Voting Rights

The holders of the Series A Preferred Stock shall be entitled to notice of any stockholders' meeting and to vote as a single class upon any matter submitted to our stockholders for a vote. Each one share of Series A Preferred Stock shall be entitled to seven thousand (7,000) votes per share.

Series A Protective Provisions

At any time any shares of Series A Preferred Stock are outstanding we are prohibited from taking any of the following actions without first obtaining the affirmative written consent of one hundred percent (100%) of the holders of the Series A Preferred Stock:

	i.)	Amend, alter or repeal any provision of our Articles of Incorporation, bylaws or the Series A COD;

	ii.)	Designate any new class of preferred stock, or sell or issue in any way, shape or form, any additional shares of preferred stock other than the Series A Preferred Stock;

	iii.)	Issue any shares of common stock that would result in the number of shares of common stock that are issued and outstanding to exceed 700,000,000 shares of common stock; and

	iv.)	Initiate any action with a regulatory, governmental, administrative, judicial entity or individual in an attempt to abrogate or diminish in any way the rights, preferences and privileges of the Series A Preferred Stock.

Series B Preferred Stock

4,700,000 shares of our blank check preferred stock has been designated as Series B Preferred Stock. The Series B Preferred Stock has the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

Liquidation Rights

The terms of the shares of Series B Preferred Stock are set forth in the Certificate of Designation of Series B Preferred Stock (the "Series B COD") filed with the Secretary of State of the State of Nevada. The Series B Preferred Stock, with respect to dividend rights and rights on liquidation, winding-up and dissolution, in each case ranks subordinate and junior to (i) the Company's Series A Preferred Stock,(ii) all other securities of the Company issued or established after March 9, 2016 which, by their respective terms, are senior to the Series B Preferred Stock and (iii) the Company's common stock and all other securities of the Company issued and established after March 9, 2016, the terms of which do not expressly provide that such securities rank on parity with or senior to the Series B Preferred Stock. The Series B Preferred Shares have a liquidation preference of $10.00 per share and holders have the right to receive liquidation payments upon a change of control.

Voting Rights

The holders of Series B Preferred Shares do not have voting rights except as required by law.

Conversion Features

Each share of Series B Preferred Stock is convertible, at the option of the holder, at any time after six months from the date of issuance into common stock at a conversion price equal to the volume weighted average price per share for the ten trading days prior to the date of the written notice of conversion. The aggregate conversion amount of the Series B Preferred Stock when converted into shares of common stock shall be equal to or greater than $47,000,000 and upon the final conversion, if the aggregate conversion amount is less than $47,000,000, the holders shall be entitled to receive from the Company, on a pro rata basis, shares of common stock in an amount which is required so that the aggregate conversion amount is equal to $47,000,000. The aggregate conversion amount is determined by multiplying the converted amount of Series B Preferred Stock by the conversion price of each such conversion. The conversion price is subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events.

Limitation on Conversion

The Company is prohibited from effecting a conversion of the Series B Preferred Stock to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series B Preferred Stock.

Redemption Rights

The Company may at any time redeem all of the outstanding shares of Series B Preferred Stock for a cash payment of $10.00 per share.

Series B Protective Provisions

At any time any shares of Series B Preferred Stock are outstanding we are prohibited from taking any of the following actions without first obtaining the consent of the majority of the issued and outstanding shares of Series B Preferred Stock:

	i.)	issue additional amounts of classes of senior securities;

	ii.)	modify the terms of the Series B Preferred Stock so as to significantly and adversely affect the rights or preference of the Series B Preferred stock as reasonably determined by the holder of Series B Preferred Stock;

	iii.)	liquidate, dissolve or wind-up the business and affairs of the Company in any form of transaction, or consent to any of the foregoing;

	iv.)	pay dividends when preferred dividends on the Series B Preferred Stock are in arrears; or

	v.)	take any other action which, under the laws of Nevada or any other applicable law, requires the prior approval of the Series B Preferred Stock voting together as a separate class.

Note Issuable Pursuant to the JSJ Financing

On December 3, 2015, the Company issued a convertible promissory note in the amount of $250,000 to one investor. The note matures on September 3, 2016 and accrues interest at a rate of 12% per annum. The principal amount of the note together with accrued interest is convertible into shares of the Company's common stock at the election of the holder at a conversion price equal to the lower of (i) 60% of the lowest trading price per share for the 20 trading days prior to the date of the conversion and (ii) 60% of the lowest trading price per share for the 20 trading days prior to the date of issue. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

Notes Issuable Pursuant to the Purchase Agreement

The Purchase Agreement provides for the purchase by RDW of seven convertible original issue discount notes in the aggregate principal amount of $1,837,500 for an aggregate purchase price of $1,750,000 (the "Notes"). The purchases will occur in seven tranches, with the first tranche of $250,000 ($262,500 principal amount) invested on January 14, 2016, the second tranche of $25,000 ($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) to be invested one business day prior to filing of the registration statement, the fourth tranche of $35,000 ($36,750 principal amount) to be invested three business days following the filing of the registration statement of which this prospectus forms a part (the "Registration Statement"), the fifth tranche of $100,000 ($105,500 principal amount) to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000 ($682,500 principal amount) to be invested three business days after the Registration Statement is declared effective and the seventh tranche of $650,000 ($682,500 principal amount) to be invested five business days after the Registration Statement is declared effective. Each Note may be converted in whole or in part at the holder's discretion at any time 90 days after the date of issuance and bears interest the rate of 8% per annum with the interest due and payable at each conversion date and maturity date. The conversion price of each Note is equal to 60% of the lower of (i) the lowest traded price of our common stock during the 20 trading days preceding the applicable conversion date or (ii) the lowest traded price of our common stock during the 20 trading days preceding the date of issuance of such Note. We have agreed to reserve for issuance 300% of the common stock issuable under the Notes and register for resale all of the shares of common stock issuable upon conversion of the Notes. For the purposes of the Registration Statement, we have estimated that the conversion price of the Notes for the purposes of calculating the shares issuable to RDW will be $0.087, which is 60% of the lowest traded price of our common stock during the 20 trading days preceding March 24, 2016. Conversions of the Notes shall not be permitted if such conversion will result in the holder owning more than 4.99% of our common shares outstanding after giving effect to such conversion.

Anti-Takeover Provisions of Our Articles of Incorporation and Bylaws and Nevada Law

General

A number of provisions of our Articles of Incorporation and bylaws and Nevada Law deal with matters of corporate governance and certain rights of stockholders. The following discussion is a general summary of certain provisions of our articles and bylaws that might be deemed to have a potential "anti-takeover" effect. The following description of certain of the provisions of our articles and bylaws is general and reference should be made in each case to our Articles of Incorporation and bylaws.

Absence of Cumulative Voting

There is no cumulative voting in the election of our directors. Cumulative voting means that holders of stock of a corporation are entitled, in the election of directors, to cast a number of votes equal to the number of shares that they own multiplied by the number of directors to be elected. Because a stockholder entitled to cumulative voting may cast all of his votes for one nominee or disperse his votes among nominees, cumulative voting is generally considered to increase the ability of minority stockholders to elect nominees to a corporation's Board of Directors. The absence of cumulative voting means that the holders of a majority of our shares can elect all of the directors then standing for election and the holders of the remaining shares will not be able to elect any directors.

Acquisition of Controlling Interest

The Nevada Revised Statutes contain provisions governing acquisition of a controlling interest of a Nevada corporation. These provisions provide generally that any person or entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares as to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges: (i) one-fifth or more but less than one-third; (ii) one-third or more but less than a majority; or (iii) a majority or more.

The stockholders or Board of Directors of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that effect in the Articles of Incorporation or bylaws of the corporation. Our Articles of Incorporation exempts our common stock from these provisions.

DESCRIPTION OF OUR BUSINESS

Corporate History and Predecessor Business

XLI Technologies, Inc., (f/k/a Mineria Y Exploraciones Olympia, Inc.) was incorporated on August 22, 2012 under the laws of the State of Nevada. 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 certain mineral rights located north of the city of Santo Domingo in the Dominican Republic. In order to determine if there existed any mineralization 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.

In September 2014, the Director of Mines for the Dominican Republic cancelled the Company's interest in the mineral rights on the Olympia claim. Therefore, the Company has no further interest in the minerals on the Olympia claim.

On October 14, 2015, James Schramm and Francisco Antonio Jerez Garcia, the Company's former sole officer and director and former majority shareholder, entered into a stock purchase agreement pursuant to which Mr. Garcia sold Mr. Schramm 50,000,000 shares of common stock of the Company owned at the time by Mr. Garcia. Pursuant to the terms of the purchase agreement:

	(i)	Effective on October 14, 2015, Mr. Garcia appointed Mr. Schramm to serve as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, with Mr. Garcia resigning from all such positions, and

	(ii)	Effective on October, 26, 2015, Mr. Garcia appointed Mr. Schramm sole director of the Company and Mr. Garcia resigned as sole director of the Company.

As a result of these transactions, control of the Company passed to Mr. Schramm. Following consummation of the purchase agreement, Mr. Schramm owned approximately 67% of the issued and outstanding common stock of the Company.

On October 20, 2015, the Company entered into a share exchange agreement (the "Share Exchange") with Bosch International, LLC, a Nevada limited liability company ("BIL"), pursuant to which the Company acquired 100% of the issued and outstanding membership interests of BIL. Accordingly, BIL became a wholly-owned subsidiary of the Company and BIL's business is the Company's sole line of business. In connection with the Share Exchange the Company issued Mr. Schramm, BIL's sole member, 25 million shares of common stock. On October 29, 2015, the Company merged with and into a newly formed wholly owned subsidiary to change its name to "XLI Technologies, Inc." from "Mineria y Exploraciones Olympia, Inc."

Our Business

Through our wholly owned subsidiary BIL, we distribute nanotechnology printed light sheets to the entertainment sector, including movie theaters, movie studios, production and distribution companies, talent and management agencies, marketing and PR firms, and outdoor media in the United States, Canada and the Caribbean. We have also purchased the rights to distribute light sheets in the automotive sector and to distribute nanotechnology printed solar panels and nanotechnology printed batteries. As of April 2016 we have placed our light sheets in 250 theater locations in the United States and expect to complete placements in approximately 1,900 theaters by July 2016. We believe that we have established relationships and credibility with theater chains, media companies and studios through Jim Schramm, our sole officer and director, who has over fifteen years of experience as a producer and distributor of movies and television shows.

On May 1, 2015 BIL entered into a licensing agreement with Cru Global Innovations LLC, a California limited liability company ("Cru"). Pursuant to the terms of the licensing agreement, BIL acquired the exclusive rights to sell and distribute light sheets for use in the motion picture industry in the United States and Canada, excluding the Virgin Islands. The license has a term of five years and both parties have a right of first refusal to renew the agreement for an additional five years. BIL may terminate the agreement upon 30 days written notice. BIL agreed to use its best efforts to, at its own expense, promote and market the sales of the products and to use its best efforts to offer technical support to customers. BIL shall be responsible for the costs of all shipments from Cru to BIL or from BIL to BIL's customers, distributors or resellers. Cru shall sell the products to BIL based on a price schedule to be provided from time to time by Cru to BIL. Cru has the right to increase or change such prices at its sole discretion upon reasonable notice to BIL. BIL shall pay Cru 50% at the time it submits a purchase order and the remaining 50% when Cru ships the products to BIL. BIL shall pay 10% interest on any late payments.

On November 23, 2015, BIL entered into a strategic alliance agreement with Bosch Technologies, LLC ("Bosch"). Mr. Schramm owns 20% of the outstanding capital of Bosch. Pursuant to the agreement, Bosh granted BIL the exclusive distribution rights to sell and distribute Bosch's light sheets for use in the motion picture industry in the United States and Canada, excluding the Virgin Islands. Bosch shall sell the products to BIL pursuant to mutually agreed to price terms. The agreement did not set forth a term or termination provisions. BIL shall be responsible for all marketing costs and the shipping costs to deliver the products to the end users. Bosch shall be responsible for manufacturing costs and delivery to BIL.

On December 1, 2015, BIL entered into a second strategic alliance agreement with Bosch. Pursuant to the agreement, Bosh granted BIL the exclusive distribution rights to sell and distribute Bosch's light sheets for use in the automotive industry in the United States and Canada, excluding the Virgin Islands. The agreement did not set forth a term or termination provisions. Bosch shall sell the products to BIL pursuant to mutually agreed to price terms. The agreement did not set forth a term or termination provisions. BIL shall be responsible for all marketing costs and the shipping costs to deliver the products to the end users. Bosch shall be responsible for manufacturing costs and delivery to BIL.

On December 1, 2015 the Company and BIL entered into a sponsorship agreement with RMF Empire Inc., dba West Coast CustomsTM ("WCC"). WCC is a luxury automotive restyling center. Pursuant to the terms of the agreement, WCC granted the Company and BIL the non-exclusive license to use WCC's logo trademark and vehicle imagery in the marketing and promotion of the Company's products, and the Company granted to WCC a non-exclusive license to use the Company's "Light Sheets" trademark in WCC's advertising campaigns. The Company also issued WCC 5,500,000 shares of common stock and agreed to, at the Company's sole discretion, provide WCC light sheets at no cost. The parties agreed that WCC has piggyback rights with respect to the shares.

On March 7, 2015, the Company entered into a distribution/marketing agreement with Bosch. Pursuant to the agreement, the Company acquired the exclusive rights to distribute, market and resell Bosch's light sheets, solar panels and batteries in 121 countries in the Caribbean, excluding Cuba, and to incorporate such products into the Company's existing or future products. The Company may also distribute, market or resell the products outside of the territory with Bosch's consent. As compensation for the exclusivity rights, the Company granted Bosch a 5% royalty on all revenues earned by the Company from the distribution, marketing or resale of the products and issued Bosch 4,700,000 shares of newly designated Series B Preferred Stock. Bosch has informed the Company that it intends to transfer the preferred shares to Triton Solar LLC, from whom it initially acquired the rights to the products.

Products and Technology

Light sheets are printed sheets that can be as thin as paper and generate white and colored light. They consist of paint formulated with nanotechnology that is printed on a sheet. A sheet can be as small as 1 inch or as large as 800 feet. Light sheets can be bent, cut, folded and smashed without any impact on the quality of the light. They have a heat tolerance of 200 degrees Fahrenheit and cold tolerance of -15 Fahrenheit and can remain continuously "on" for up to ten years. They use less than one watt of electricity per foot to generate 100% coverage of 800 lumens per foot. Light sheets do not get hot, and do not incorporate LED lights, bulbs, fuses, glass or conductive metals. Light sheets are environmentally friendly in that they do not contain toxic compounds. In the entertainment industry, light sheets are typically used as advertising "billboards" to promote upcoming movies.

Printed batteries are paper thin and flexible batteries. They can be retrofitted to printed lights and solar panels and are fully customizable in design for various applications. They are waterproof and have a ten year life span.

Our solar panels will be outfitted with nanoprinted batteries. The panels are responsive to ambient lighting so no direct sunlight is required. They can provide light for up to 12 hours per day, compared to the three to five hours of light generated by a typical solar panel. Each solar panel generates the daily wattage output of five traditional solar panels.

The light sheets have five standard sizes and we can also customize the size of the light sheets.

PRODUCT	SIZE BY INCH	SIZE BY FOOT

MINI BILLBOARD	48" x 96"	4' X 8'

BACKLIT	27" x 40"	2.25' X 3.33'

VERSATILE	24" x 36"	2' X 3'

PLACEMENT	22" x 28"	1.83' X 2.33'

SPOT 18" x 24"	18" x 24"	1.5' X 2'

CUSTOM	1" x 1" to 9,600" x 9,600"

MOVIE THEATERS: There is an estimate of 5,900 Physical Movie Theater locations and over 44,000 screens available within this market.

MOVIE STUDIOS and PRODUCTION COMPANIES: There is an estimate of 1,300 studio movies and over 40,000 indie movies being made every year within this market.

PRODUCTION LIGHTING COMPANIES: The production lighting business facilitate over an est. of 100,000 productions every year within this market

ADVERTISING / BILLBOARD COMPANIES: The possibilities within this space are seemingly endless.

Technology

Nanotechnology powers our products. Nanotechnology is science, engineering, and technology conducted at the nanoscale, which is about 1 to 100 nanometers. One nanometer is one billionth, or 10−9, of a meter. By comparison, typical carbon-carbon bond lengths, or the spacing between these atoms in a molecule, are in the range 0.12–0.15 nm, and a DNA double-helix has a diameter around 2 nm. The smallest cellular life-forms, the bacteria of the genus Mycoplasma, are around 200 nm in length. By convention, nanotechnology is taken as the scale range 1 to 100 nm following the definition used by the National Nanotechnology Initiative. The lower limit is set by the size of atoms (hydrogen has the smallest atoms, which are approximately a quarter of a nm diameter) since nanotechnology must build its devices from atoms and molecules. The upper limit is more or less arbitrary but is around the size that phenomena not observed in larger structures start to become apparent and can be made use of in the nano device. The comparative size of a nanometer to a meter is the same as that of a marble to the size of the earth.

Distribution

We have established what we believe will be effective and cost advantageous distributor programs to assist the Company with the distribution and sales of the light sheets product throughout Canada, the United States and the Caribbean. A summary of our distribution programs follows:

EDP (Executive Distributor Program):

This program allows distributors to develop their business without incurring high costs or significant risk. Once a distributor is accepted and approved by the Company, the distributor will be able to establish and run its own distributorship. The distributor will be required to complete the following with confirmation and validation to the Company:

	1.	Establish and confirm its territory (ie, market within Canada, the United States and the Caribbean).

	2.	Purchase the "Initial Distributors Cost" or "IDC". This light sheets inventory will be stored at the Company's warehouse.

	3.	Establish and pay for at least three months' use of a new office location (paid for with the IDC).

	4.	Confirm start date, training and final paperwork.

The light sheet executive distributor program is intended to increase product sales and awareness in an extremely cost effective way. This program is designed for the distributor to focus only on sales and on managing its relationships with clients in its own territory. Distributors are not responsible for any product delivery and fulfillment. The distributor will not have any liability with respect to the products, service, delivery or warranties. The Company will store the products at its warehouse and handle all deliveries. The distributor shall work for us on a consultant basis and its profit will be the difference between its IDC and the price it sells the product to end users. This allows the distributor to have control of its revenue without incurring risks related to product liability or delivery. The IDC is $250,000 which will supply the distributor with $500,000 worth of inventory, related supplies, training, an office with 3 months paid, office support, lead generation, customer/sales support and training. After the third month, a distributor must meet certain minimum inventory requirements which shall be set by us based on each distributor's unique circumstances.

DPP (Distributor Pre-buy Program)

This program allows individuals and entities to purchase light sheets from Bosch at the "Distributors price" and the Company shall sell the products at the "Products price", providing each distributor with a $.20 profit per square inch. This program is only for the benefit of pricing and not to become a distributor.

Intellectual Property

Other than the exclusive right to distribute the light sheets throughout the United States, Canada and the Carribean, and distribute printed batteries and solar panels in the Caribbean, we have no intellectual property. We do however rely on Bosch and its suppliers to enforce their intellectual property rights.

We maintain an online presence located at www.lightsheets.net and www.xlitechnologies.com.

Facilities and Material Properties

The Company correctly rents office space for sales and research activities in Las Vegas, Nevada and warehouse space in Henderson, Nevada. Both leases are on a month to month basis and the Company pays an aggregate of $12,000 per month in rent for both locations.

Employees

James Schramm is our sole employee. He works for us on a full time basis.

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this Registration Statement. Some of the statements under "Management's Discussion and Analysis," "Description of Business" and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the cancer diagnostics industry in general. Statements which include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this Registration Statement.

All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Registration Statement. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

You should read the following information in conjunction with our financial statements and related notes contained elsewhere in this report. You should consider the risks and difficulties frequently encountered by early-stage companies, particularly those engaged in new and rapidly evolving markets and technologies. Our limited operating history provides only a limited historical basis to assess the impact that critical accounting policies may have on our business and our financial performance.

We encourage you to review our periodic reports filed with the SEC and included in the SEC's Edgar database, including our quarterly report on Form 10-Q for the quarter ended November 30, 2015 filed on January 25, 2016 as well as our 8-K filed on October 23, 2015 and our 8-K/A filed on January 22, 2016.

XLI Technologies, Inc.

Results of Operations

Three Months Ended November 30, 2015

During the three months ended November 30, 2015, 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 $115,835 during the three months ended November 30, 2015. The increase in general and operating expenditure was due to an increase in consulting 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 $5,252 related to its interest bearing debt. For the three months ended November 30, 2015, the Company incurred a net loss of $114,097.

Since the Company's inception was May 7, 2015, there is no prior comparable three month period.

Six Months Ended November 30, 2015

During the six months ended November 30, 2015, 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 $209,418 relating to management and consulting fees, 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 $25,252 related to its interest bearing debt. For the six months ended November 30, 2015, the Company incurred a net loss of $227,680.

Since the Company's inception was May 7, 2015, there is no prior comparable six month period.

Liquidity and Capital Resources

AsAt ofNovember ~~May 31~~30, ~~2013~~2015, the Company had ~~cash~~assets of $26175,~~166~~698 ~~with~~compared noto ~~outstanding~~$105,028 ~~debt~~at May 31, 2015. The increase in total assets was due to ~~creditors~~an increase in inventory of ~~the~~light ~~related~~sheets ~~party~~of ~~representing~~$102,318, offset by a ~~positive~~decrease ~~working~~in ~~capital~~cash of $2631,~~166~~648 as the Company had operating expenditures that were greater than the rate of proceeds of financing.

WeThe ~~cannot~~Company ~~assure~~had ~~that~~total ~~additional~~liabilities ~~capital~~of ~~required~~$369,048 toat ~~finance~~November ~~our~~30, ~~operations~~2015 ~~will~~compared beto ~~available~~$105,000 onat ~~acceptable~~May ~~terms~~31, if2015. atThe ~~all. Any~~increase ~~failure~~in total liabilities was due to ~~secure~~an ~~additional~~increase ~~financing~~in ~~may~~loans ~~force~~payable usof to$251,152 ~~modify~~which ~~our~~was ~~business~~mainly ~~plan~~used for the purchasing of the light sheets for future sales and for general and operating expenditures. In addition, wethe ~~cannot~~Company behad ~~assured~~accounts payable and accrued liabilities of ~~profitability~~$42,896 inrelated to unpaid professional fees and accrued interest on the ~~future~~loans payable.

~~Milestones~~At WeNovember ~~Must~~30, ~~Achieve~~2015, the Company had a working capital deficit of $193,350 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 operating expenses as they became due.

~~The~~Cash ~~milestones~~Flow wefrom ~~have~~Operating ~~achieved since inception and what we plan to achieve in the future are as follows:~~Activities

1.During ~~Incorporated~~the asix ~~wholly~~months ~~owned~~ended ~~subsidiary~~November in30, 2015, the ~~Dominican~~Company ~~Republic~~used ~~and~~$302,800 ~~identified~~of ~~through~~cash ~~our~~for ~~director~~operating activities related primarily to the ~~Olympia~~purchase of inventory for future light sheet sales and for the payment of outstanding operating costs as they became due.

~~-13-~~30

2.Cash ~~Undertook~~Flow anfrom ~~exploration~~Investing ~~program on the Olympia wherein soil, rock and sediment samples were taken an analyzed by Acme Laboratories in Canada.~~Activities

3.During ~~Analysis of Phase I of our exploration program on~~ the ~~Olympia~~six ~~has~~months ~~been~~ended ~~completed~~November ~~and~~30, a2015, ~~geological report has been prepared on~~ the ~~samples~~Company ~~assayed~~did ~~for~~not ~~mineralization.~~have ~~Based~~any oninvesting ~~these results our director is considering extending the sampling program during the winter of 2013~~activities. ~~This program is estimated to cost approximately $19,000.~~

4.Cash ~~Completion~~Flow offrom ~~Phase~~Financing II drilling program during the spring/summer of 2014 will be at a cost of $65,752. This program will also include further ground sampling, comprising soil, rock and sediment samples in areas of the Olympia not previous explored.Activities

5.During ~~Acceptance~~the ofsix ~~our~~months ~~registration~~ended ~~statement~~November ~~with~~30, 2015, the ~~Securities~~Company ~~Commission~~received proceeds of $271,152 iffrom ~~and~~financing ~~when~~activities ~~this~~comprised ~~might~~of ~~occur~~$301,152 ifof ~~ever~~proceeds from loans payable offset by the repayment of $30,000 atto anthe ~~estimated~~President ~~further~~and ~~cost~~Director of: the Company.

SEC registration fee	$ 6.82
Accounting fees and expenses (*)	5,500.00
Form S-1 preparation(*)	10,000.00
Legal fees and expenses (*)	1,500.00
Miscellaneous fees, including printing and Edgar filing service fees (*)	2,300.00
Total	$ 19,306.82

Going Concern

~~(*)~~We ~~Estimated~~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.

6.Future Consolidated financial statements for the year ended May 31, 2013 have been completed and are a part of this prospectus and it is estimated the August 31, 2013 consolidated financial statements will be completed by no later than October 15, 2013.Financings

7.We Ifwill ~~the~~continue ~~registration~~to ~~statement~~rely ~~becomes~~on ~~effective~~equity ~~during~~sales ~~the~~of ~~next~~our ~~twelve~~common ~~months,~~shares itin isorder ~~the intention of management~~ to ~~find~~continue ~~a market maker~~ to ~~file~~fund aour ~~Form~~business ~~211~~operations. soIssuances ~~that~~of ~~our~~additional shares ~~can~~will beresult ~~quoted~~in ondilution ~~the~~to ~~OTCBB~~existing stockholders. ItThere is ~~our~~no ~~understanding~~assurance ~~there~~that iswe nowill ~~cost~~achieve ~~associated~~any ~~with~~additional ~~this~~sales ~~process~~of ~~other~~the ~~than~~equity ~~minor~~securities ~~expenses~~or arrange for ~~printing~~debt ~~and~~or ~~delivery~~other offinancing ~~documents;~~to ~~such~~fund ~~cost~~our ~~estimated~~operations atand ~~less~~other ~~than a $1,000~~activities.

~~Risk~~Off-Balance ~~Associated~~Sheet ~~with the Olympia~~Arrangements

~~Our~~We ~~Company~~have isno ~~aware~~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 ~~certain~~operations, ~~risk~~liquidity, ~~associated~~capital ~~with~~expenditures ~~the~~or ~~Olympia~~capital asresources ~~follows:~~that are material to stockholders.

1. We realize that any money spent on the Olympia might be lost money never to be recovered. Very few mineral claims that are explored ever turn into actual mines which produce saleable minerals.

2. We realize that even though we actual discover mineralization on the Olympia that it 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 the Olympia. 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 international gold prices have decreased in value significantly and there is no certainty that they will again rise to their previous prices.

-14-

3. Because we are small and have not undertaken sufficient exploration work on the Olympia 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.

4. We have never undertaken a survey of the Olympia to determine the exact boundaries of our claim. If we are fortunate enough to discover an ore body of merit we might become involved in a legal dispute with another party as to our boundaries. This will be expensive and time consuming to our Company and presently we do not have the funds to dispute a long-term court case.

5. Mining has many risks attached to it which we are presently not insured against and may never be. For example, the Olympia 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.

Critical Accounting Policies

~~The~~Our ~~preparation of~~ financial statements and accompanying notes have been prepared in ~~conformity~~accordance with ~~accounting~~United ~~principles~~States generally accepted inaccounting ~~the~~principles ~~United~~applied ~~States~~on a consistent basis. The preparation of ~~America~~financial ~~requires~~statements ~~management~~in toconformity ~~make~~with aU.S. ~~wide~~generally ~~variety~~accepted ofaccounting principles requires management to make estimates and assumptions that affect: ~~(1)~~ the reported amounts of assets and liabilities, ~~and~~the disclosure of contingent assets and liabilities asat of the date of the financial statements, and ~~(2)~~ the reported amounts of revenues and 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:

~~Exploration~~We ~~Properties.~~regularly ~~Mineral~~evaluate ~~exploration~~the ~~expenditures~~accounting ~~are~~policies ~~expensed~~and asestimates ~~incurred~~that we use to prepare our financial statements. ~~Property~~A ~~acquisition~~complete ~~costs~~summary ~~relating~~of these policies is included in the notes to ~~exploration~~our ~~properties~~financial ~~are~~statements. ~~also~~In ~~expensed~~general, ~~until~~management's ~~the~~estimates ~~economic~~are ~~viability~~based ofon ~~the~~historical ~~project~~experience, ison ~~determined~~information ~~and~~from ~~proven~~third party professionals, and ~~probable~~on ~~reserves~~various ~~quantified.~~other ~~Costs~~assumptions ~~associated~~that ~~with~~are ~~economically~~believed ~~viable~~to ~~projects~~be ~~are~~reasonable ~~depreciated~~under the facts and ~~amortized~~circumstances. inActual ~~accordance~~results ~~with~~could ~~the~~differ ~~policies~~from ~~described~~those ~~above~~estimates made by management.

~~Stock-Based~~Recently ~~Compensation~~Issued ~~and~~Accounting Equity Transactions. We will, in the future, account for stock-based compensation pursuant to SFAS No. 123R, Share-Based Payment, an amendment of FASB Statements 123 and 95, which requires us to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest.Pronouncements

~~Except~~The ~~for~~Company ~~transactions~~has ~~with~~implemented ~~future~~all ~~employees~~new ~~and~~accounting ~~our~~pronouncements ~~director~~ that are ~~within the scope of ASC 718, all transactions~~ in ~~which~~effect. ~~goods~~These orpronouncements ~~services~~did ~~are~~not ~~the~~have ~~consideration~~any ~~received~~material ~~for~~impact ~~the issuance of equity instruments are accounted for based~~ on the ~~fair~~financial ~~value~~statements ofunless ~~the~~otherwise ~~consideration received or the fair value of the equity instruments issued~~disclosed, ~~whichever~~and ~~is more reliably measurable. Additionally, in accordance with ASC 505-50-30,~~ the Company ~~has~~does ~~determined~~not believe that ~~the~~there ~~dates~~are ~~used~~any toother ~~value~~new ~~the~~accounting ~~transaction~~pronouncements ~~are~~that ~~either:~~have ~~(1)~~been ~~the~~issued ~~date~~that atmight ~~which~~have a ~~commitment~~material ~~for~~impact ~~performance~~on byits ~~the~~financial ~~counter~~position ~~party to earn the equity instruments is established;~~ or ~~(2)~~results ~~the~~of ~~date at which the counter party’s performance is complete~~operations.

~~-15-~~31

~~Trends~~Bosch International LLC

~~Management~~Results ~~is unaware~~ of ~~any trends either currently or in the past which will have an impact on our operations. Any known risks to our future shareholders are detailed starting on page 6 under “Risk Factors”.~~Operations

~~DESCRIPTION~~Period OFfrom ~~BUSINESS~~May 7, 2015 (date of inception) to May 31, 2015

~~Our~~During ~~primary asset consists of~~ the ~~Olympia. We~~period ~~engaged~~from ~~Hilario~~May ~~Sosa~~7, to2015 ~~explore~~(date ~~and summarize the exploration potential~~ of ~~the~~inception) ~~Olympia and~~ to ~~make~~May ~~recommendations~~31, ~~for~~2015, ~~further~~the ~~work~~Company ~~under~~had ~~Phase~~operating ~~II. His~~expenses ~~analysis~~ and ~~summary~~a ~~follow~~net ~~the~~loss ~~Glossary~~ of ~~Geological~~$12 ~~and~~relating ~~Technical~~to ~~Terms~~general ~~shown~~and ~~below~~administrative costs.

~~Glossary~~Liquidity ~~of Geological~~ and ~~Technical~~Capital ~~Terms~~Resources

~~The~~At ~~following~~May ~~represents~~31, ~~various~~2015, ~~geological~~the Company had assets of $105,028 comprised of cash of $40,023 and ~~technical~~deposits ~~terms~~of ~~used~~$65,005. inThe ~~this~~deposits ~~prospectus~~are ~~which~~cash paid from the ~~reader~~company ~~may~~for ~~not~~production beof ~~familiar~~light sheets. The Company had total liabilities of $105,000 comprised of $30,000 due to the President and Director of the Company and $75,000 for a loan payable with third parties which is due interest at 10% ($7,500) and payable on demand.

~~Geological~~At ~~Term~~May Definition Amphibolite A crystalloblastic rock consisting mainly of amphibole (containing silica) and plagioclase (breaking obliquely) with little or no quartz. Assay An analysis to determine the quantity of one or more elemental components contained in a sample. Barium A silvery-white31, ~~metallic element~~2015, ~~belonging to~~ the ~~alkaline~~Company ~~earth~~had ~~group.~~a ~~Basalt~~working Acapital ~~dark-gray~~balance toof ~~black~~$28, ~~dense to fine-grain igneous rock. Bismuth A white crystalline, brittle metal with a pinkish tinge. Breccias A rock~~ which ~~has~~was ~~angular~~due ~~fragments~~in ~~which~~part ~~appear~~ to bethe ~~cemented~~net ~~together.~~contributions ~~Calcareous Said~~ of amembers' ~~substance~~interest ~~that~~against ~~contains~~the ~~calcium~~Company's ~~carbonate~~limited operations.

~~-16-~~Cash Flow from Operating Activities

~~Claim~~During Athe ~~mining~~period ~~right obtained~~ from ~~the~~May ~~government~~7, ~~which~~2015 ~~comprises~~(date aof ~~land~~inception) ~~mass. Clastic Often referred~~ to ofMay ~~fragments~~31, of2015, ~~minerals~~the ~~and~~Company ~~rocks~~used ~~that~~$65,017 ~~have~~of ~~been~~cash ~~moved~~for ~~from~~operating ~~their~~activities ~~original~~of ~~location.~~which ~~Deposit~~the ~~Mineral~~majority ~~deposit~~of orthe ~~ore~~amount ~~deposits~~was isdue ~~used~~ to ~~designate natural occurrence of~~ a ~~useful~~deposit ~~mineral,~~paid orby anthe ~~ore,~~Company ~~in sufficient extent and degree of concentration~~ to ~~invite~~commence ~~exploration.~~the ~~Epithermal~~production ~~Fluids, coming off a hot intrusive body~~ of ~~molten~~light ~~rock,~~sheets ~~which~~for ~~solidify~~resale.

Hyaloclastite	Said of the texture of porphyritic igneous rock in which crystals and glassy groundmass are equal or nearly equal in volumetric proportions.
Intrusives	A rock mass formed below the earth’s surface from molten magma which was intruded into a pre-existing rock mass and cooled to a solid.
Mafic	Pertaining to some igneous rocks and their constituent rocks.
Metamorphism	The mineralogical, chemical, and structural adjustment of solid rocks to physical and chemical conditions that have been generally been imposed at depth below the surface zones of weathering and cementation, and that differ from the conditions under which the rock in question originated.
Mineralization	Potential economic concentration of commercial metals occurring in nature.
Molybdenum	A silvery-white, very hard, metallic element which does not occur naturally and is a valuable alloying agent with steel and nickel.
Ore	The natural occurring mineral from which a mineral or minerals of economic value can be extracted profitable or to satisfy social or potential objectives.
Phenocryst	A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.
Plagioclase	Any of a group of feldspar containing a mixture of sodium and calcium feldspar.
Pyrite	A brownish yellow metal of no significant value.
Quartz	It is the most common of all minerals and can either be transparent or made up of colors – red, grey, etc.
Reserve	(1) That part of a mineral deposit which could be economically and legally extracted or produced at the time the reserve is determined. (2) Prove: Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, working or drilling holes, grade and/or quality are computed from the results of detailed sampling and (b) the site for inspection, sampling and measurement are spaced to close and the geologic character is so well defined that size, shape and mineral content of reserves are well-established. (3) Probable: Reserves for which quantity and grade and/or quality are computed similar to that used for proven (measure) reserves, but the site of inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of assurance, although lower than for proven (measured) reserves, is high enough to assume continuity between points of observation.
Rhyolite	The extrusive equivalent to granite.

Cash Flow from Investing Activities

~~-17-~~During the period from May 7, 2015 (date of inception) to May 31, 2015, the Company did not have any investing activities.

~~Schistose~~Cash ~~Said~~Flow of a rock displaying schistosity – the foliation in schist or other course-grained, crystalline rock due to the parallel, planar arrangement of mineral grains of the platy, prismatic, or ellipsodidal types, usually mica. Selenium A nonmetallic element and member of the sulfur family. Used in photocells, exposure meters, solar cells and extensively in rectifiers. Sericite schist A white, fine-grained potassium mica occurring in small scales as an alternation product of various aluminosilicate minerals, having a silky luster, and found in various metamorphic rocks or in the wall rock, fault gouge, and vein filings of many ore deposits. Sulfide A mineral compound characterized by the linkage of sulfur with a metal or semimetal. Tectonics A branch of geology dealing with the broad architecture of the outer part of the Earth; ie., the regional assembling of structure or deformational features, a study of their mutual relations, origin, and historical evolution. Tholeiitic A silica-oversaturated basalt. Vein or veinlets A fissure, fault or crack in rock filled by minerals that have traveled upwards from ~~some~~Financing deep source. Volcanic rocks Igneous rocks formed from magna that has flowed out of, or have been violently ejected from, a volcano, Zone A belt, band, or strip of earth material, however disposed; characterized as distinct from surrounding parts by some particular secondary enrichment.Activities

~~Overview~~During the period from May 7, 2015 (date of inception) to May 31, 2015, the Company received proceeds from financing activities of $105,040 which included $40 from the issuance of member interests, $30,000 from the President and Director of the Company, and $75,000 from a loan payable which is due interest at 10% ($7,500) and is due on demand.

~~Olympia Gold Claim~~32

~~The~~DIRECTORS ~~following~~AND ~~independent~~EXECUTIVE ~~geological mapping report was undertaken at the request of the management of Consorcio de Mineria y Exploraciones Olympia~~OFFICERS, ~~S.R.L.,~~PROMOTERS toAND ~~comply~~CONTROL with the international exploration standards for the Olympia. The author of the report was Mr. Hilario Sosa, Professional Geologist, who graduated from the Universidad Tecnologica de Santiago as an Engineer of Geology in 1994 and obtained in 1996 his Master’s of Science from UMAM University fo Mexico. He has been a geologist for 18 years and visited the Olympia between November 25th and December 13, 2012. Since 1995 he has worked for Kuky Silverio Industrial (for nine years), Pato Alto Mining Company (for five years) and Barrick Mining (for one year).PERSONS

~~The~~Directors ~~mineral claim was assigned to Consorcio de Mineria Y Exploraciones Olympia, S.R.L.,~~ and ~~the~~Executive ~~designation was filed with the Ministry of Industry and Commerce and Mining Directorate of the Government of the Dominican Republic.~~Officers

~~-18-~~The following sets forth information about our directors and executive officers as of the date of this prospectus:

Consorcio de Mineria y Exploraciones Olympia, SRL, has submitted and registered an exploration concession application to the Dominican government which has not been yet granted. The Dominican mining law grants Licenses of Exploration Concessions for a period of three years with two, one-year extensions allowed. The exploration concession is under revision by the technical departments of DGM, nevertheless, due to a constant follow up, all required documents were submitted.

NAME	AGE	POSITION

James Schramm (1)	47	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Consorcio de Mineria y Exploraciones Olympia, SRL, is a Limited Liability Company, incorporated the date of 04th of September 2012, under the laws and regulations of the Dominican Republic, with its Mercantile Registry No. 20514-PP and Tax ID No. 130-940134, both up to date.________________

~~The~~(1) ~~taxation~~James ~~years~~Schramm ~~the~~was ~~subsidiary~~appointed ~~runs~~as ~~from~~President, ~~01st~~Chief ofExecutive ~~January~~Officer, toChief ~~31st~~Financial ~~of December~~Officer, ~~being~~Treasurer ~~the~~and ~~annual~~Secretary ~~filing~~on ~~every~~October ~~30th~~14, ~~of April~~2015. ~~The~~He ~~Company~~was ~~has~~appointed ~~made~~to ~~the~~our ~~applicable~~Board ~~tax~~of ~~filing~~Directors ason atOctober ~~April 30~~24, ~~2013~~2015.

~~Mining~~Our ~~Law~~directors will serve in that capacity until our next annual shareholder meeting or until their respective successors are elected or appointed and qualified. Officers hold their positions at the ~~Dominican~~will ~~Republic~~of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

~~Mining~~Executive in the Dominican Republic is governed by the General Mining Law No. 146 of 4 June 1971, and Regulation No. 207-98 of 3 June 1998. The mining authority is the General Mining Directorate (Dirección General de Minería - DGM) which is part of the Secretary of State of Industry and Commerce.Management

~~The~~Our ~~properties~~sole ~~are~~officer ~~simply~~and ~~known~~director ~~and~~has ~~recorded~~a insignificant ~~their~~depth ~~respective~~of ~~property~~experience ~~name~~in theatrical ~~under~~distribution, atechnology ~~License~~marketing, ofand ~~Metallic~~domestic ~~Exploration~~and ~~Concession~~international business development. ~~Title~~From isMay ~~valid~~2015 ~~for~~to ~~three~~October ~~years~~2015 Mr. ~~Two~~Schramm ~~separate~~operated ~~one-year~~Bosch ~~extensions~~International, ~~are allowed~~LLC. ~~After~~For the past five years he has served as the ~~concessions~~Chief ~~may~~Executive beOfficer ~~reapplied~~and ~~for~~Chairman ~~giving~~of Bosch Media LLC, which is involved in the ~~concessions~~release aof ~~further~~motion ~~three~~pictures as well as media buy transactions in support of the movie placements. Prior to ~~five~~forming Bosch Media, Mr. Schramm helped form Summit Entertainment Inc., a production/commercial company, and formed a legal TV commercial service called "The Legal Helpline". Mr. Schramm has been a theatrical distributor for the past 15 years and has been involved in the release of over 65 feature films including 20 independent films and 45 service deals for other media companies, distributors, mini majors and studios.

~~The~~We ~~taxes~~believe ~~are~~that ~~paid every six months during the first weeks of January and June~~Mr. ~~The~~Schramm's ~~full~~operational ~~yearly amount is paid at the start of the year. The annual amount for each concession ranges between US$4,000~~ and ~~US$25,000~~business ~~(based~~experience onin the ~~current~~film ~~exchange~~production ~~rate).~~industry ~~Every~~gives ~~six~~him ~~months a full report has to be submitted to~~ the ~~Department~~qualifications ~~of Mines summarizing work completed during the previous six months, work plans~~ and ~~budget~~skills ~~for~~necessary ~~the~~to ~~next~~serve ~~six~~on ~~months,~~our ~~and~~Board ~~any geochemical data. There is no specified level~~ of ~~work commitment per concession~~Directors.

~~Determination~~Involvement ofin ~~the~~Certain ~~Boundaries~~Legal ~~of the Olympia~~Proceedings

~~The~~During ~~Olympia~~the ~~concession~~past ~~have~~ten ~~not~~years ~~been~~no ~~surveyed~~director, ~~however~~executive ~~the claim owner~~officer, ~~Consorico~~promoter deor ~~Mineria~~control Yperson ~~Exploraciones~~of ~~Olympia, has erected a reference monument centrally within~~ the ~~property~~Company ashas ~~required~~been involved in the ~~claim staking process and this is surveyed by the Mines Department. A detailed description of the procedure follows~~following:

•(1) ~~The~~A ~~claim~~petition ~~system~~under inthe ~~place~~Federal ~~revolves~~bankruptcy ~~around~~laws ~~one~~or ~~principal~~any ~~survey~~state ~~point~~insolvency PPlaw ~~(Punto~~which dewas ~~Partida~~filed by or ~~Departure~~against, ~~Point)~~or a receiver, asfiscal ~~opposed~~agent toor ~~staking~~similar ~~all~~officer ~~corner~~was ~~points~~appointed ~~with~~by a ~~physical~~court ~~stake~~for asthe ~~would~~business beor ~~done~~property of such person, or any partnership in ~~Canada~~which he was a general partner at or ~~Australia.~~within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

•(2) ~~Three~~Such ~~types~~person ofwas ~~sample~~convicted ~~points~~in ~~that~~a ~~need~~criminal toproceeding beor ~~calculated,~~is a ~~Punto~~named desubject ~~Partida~~of ~~(PP),~~ a ~~Punto~~pending decriminal ~~Referencia~~proceeding (~~Reference~~excluding ~~Point,~~traffic ~~PR)~~violations and ~~three~~other ~~visually~~minor ~~recognizable points (Visuales or Visuals, V1, V2 & V3~~offenses).;

•(3) ~~The~~Such PPperson ~~point~~was isthe asubject ~~visual~~of ~~point~~any ~~from~~order, ~~which~~judgment, ~~the~~or ~~proposed~~decree, ~~claim~~not ~~boundary~~subsequently ~~point~~reversed, ~~can~~suspended beor ~~clearly~~vacated, ~~seen~~of byany ~~line~~court of ~~sight.~~competent ~~The~~jurisdiction, PPpermanently ~~point~~or istemporarily ~~usually~~enjoining ahim ~~topographic~~from, ~~high~~or ~~with~~otherwise alimiting, ~~distance to~~ the ~~proposed~~following ~~claim boundary greater than 100 meters.~~activities:

~~-19-~~i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

•(4) ~~From~~Such person was the PPsubject ~~point~~of aany ~~second~~order, ~~point~~judgment ~~the~~or ~~“Punto~~decree, denot ~~Referencia”~~subsequently ~~(PR)~~reversed, issuspended ~~selected.~~or ~~The~~vacated, PRof ~~point~~any isFederal ~~usually~~or ~~another~~State ~~topographic~~authority ~~high~~barring, suspending or aotherwise ~~distinctive~~limiting ~~topographic~~for ~~feature~~more than 60 days the right of such asperson ~~river~~to ~~confluence~~engage orin aany ~~road~~activity /described ~~trail~~in ~~junction.~~paragraph ~~The~~(f)(3)(i) ~~bearing~~of ~~and~~this ~~distance~~section, ~~between~~or ~~the~~to PPbe ~~and~~associated PRwith ~~points~~persons ~~are~~engaged ~~calculated~~in ~~and~~any ~~tabulated.~~such activity;

•(5) ~~From~~Such ~~the~~person PRwas ~~point~~found ~~three~~by ~~separate~~a ~~visually~~court ~~identifiable~~of ~~points~~competent ~~V1,~~jurisdiction V2in ~~and~~a V3civil ~~are~~action ~~selected,~~or ~~usually~~by ~~distinctive~~the ~~topographic~~Commission ~~feature~~to ~~such~~have asviolated ~~confluences~~any ofFederal ~~rivers~~ or ~~road~~State /securities ~~trail~~law, ~~junctions.~~and ~~The~~the ~~bearing~~judgment ~~and~~in ~~distances~~such ~~between~~civil ~~the~~action PRor ~~point~~finding ~~and~~by ~~three~~the ~~visual~~Commission ~~points~~has ~~V1,~~not V2been &subsequently V3reversed, ~~are~~suspended, ~~calculated~~or ~~and tabulated.~~vacated;

Visuals	Magnetic Route	Distance (Meters)
PR – PP	S 69°50’ W	102.00
PR – V1	N 69°55’ W	66.90
PR – V2	N 70°10’ E	73.40
PR – V3	“E” franc	71.1 0

~~• From the PP point the distance to the proposed claim boundary a north-south or east-west line~~ (~~no less than 100 m~~6) isSuch ~~calculated.~~person ~~From~~was ~~the~~found ~~point~~by ata ~~which~~court ~~this line intersects the claim boundary the corner points~~ of ~~the~~competent ~~claim~~jurisdiction ~~area~~in ~~are~~a ~~calculated.~~civil ~~The~~action ~~corner~~or ~~points (Puntos de conneccion) are defined~~ by ~~north-south~~the orCommodity ~~east-west~~Futures ~~lines~~Trading ~~from~~Commission ~~the~~to ~~point~~have atviolated ~~which~~any ~~the~~Federal ~~line~~commodities ~~intersects~~law, ~~the boundary~~ and ~~then from each other until~~ the ~~boundary~~judgment isin ~~completed.~~such ~~There~~civil isaction noor ~~limit~~finding toby the ~~number~~Commodity ofFutures ~~points~~Trading ~~that~~Commission ~~can~~has benot ~~used~~been ~~and~~subsequently noreversed, ~~minimum~~suspended ~~size~~or ~~of claim.~~vacated;

•(7) ASuch ~~government~~person ~~surveyor~~was isthe ~~sent~~subject ~~out~~of, or a party to, ~~review~~any ~~all~~Federal ~~survey~~or ~~points~~State injudicial ~~the~~or ~~field~~administrative ~~after~~order, ~~legal~~judgment, ~~and~~decree, ~~fiscal~~or ~~verification~~finding, ofnot ~~the~~subsequently ~~claim~~reversed, ~~application~~suspended byor ~~the~~vacated, ~~mines~~relating ~~department.~~to an alleged violation of:

~~The~~ i. ~~Exploration~~Any ~~Concession~~Federal ~~grants~~or ~~its~~State ~~holder~~securities ~~the~~or ~~right~~commodities tolaw ~~carry~~or ~~out~~regulation; ~~activities~~orii. ~~above~~Any law or ~~below~~regulation ~~the~~respecting ~~earth’s~~financial ~~surface~~institutions inor ~~order~~insurance tocompanies ~~define~~including, ~~the~~but ~~areas~~not ~~containing~~limited ~~mineral~~to, ~~deposits~~a bytemporary ~~using~~or ~~any~~permanent ~~technical~~injunction, ~~and~~order ~~scientific~~of ~~methods.~~disgorgement ~~For~~or ~~such~~restitution, ~~purposes~~civil ~~the~~money ~~holder~~penalty ~~may~~or ~~construct~~temporary ~~buildings,~~or ~~install~~permanent ~~machinery, communication lines~~ cease-and-desist ~~any~~order, ~~other~~or ~~equipment~~removal ~~that~~or ~~his~~prohibition ~~research~~order; ~~requires~~oriii. NoAny ~~additional~~law ~~permitting~~or isregulation ~~required~~prohibiting ~~until~~mail ~~the~~or ~~drilling~~wire ~~stage,~~fraud ~~which~~or ~~requires~~fraud anin ~~environmental~~connection ~~permit~~with ~~(unless~~any ~~drilling~~business isentity; ~~no deeper than 20 meters)~~or

An(8) ~~Exploitation~~Such ~~Concession~~person ~~may~~was bethe ~~requested~~subject atof, ~~any~~or ~~time~~a ~~during~~party ~~the~~to, ~~exploration~~any ~~stage~~sanction or order, ~~and~~not ~~grants~~subsequently ~~the~~reversed, ~~right~~suspended toor ~~prepare~~vacated, ~~and~~of ~~extract~~any ~~all~~self-regulatory ~~mineral~~organization ~~substances~~(as ~~found~~defined in ~~the~~Section ~~area,~~3(a)(26) ~~allowing~~of the ~~beneficiary~~Exchange toAct ~~exploit~~(15 U.S.C. 78c(a)(26))), ~~smelt~~any ~~and~~registered ~~use~~entity ~~for~~(as ~~any~~defined ~~business~~in ~~purpose~~Section 1(a)(29) of the ~~extracted~~Commodity ~~materials~~Exchange Act (7 U.S.C. ~~This~~1(a)(29))), ~~type~~or ofany ~~concession~~equivalent isexchange, ~~granted~~association, ~~for~~entity aor ~~period~~organization ofthat 75has ~~years~~disciplinary authority over its members or persons associated with a member.

~~Exploitation~~Director properties in the Dominican Republic are subject to annual surface fees and a net smelter return (NSR) of 5%. A 5% net profits interest (NPI) is also payable to the municipality in which mining occurs as an environmental consideration. The value added tax is 18%. The NSR is deductible from income tax and is assessed on concentrates, but not smelted or refined product. Income Tax payable is a minimum of 1.5% of annual gross proceeds.Independence

~~Environmental~~Mr. ~~Regulations~~Schramm is not an "independent" director based on the definition of independence in the listing standards of the NASDAQ Stock Market LLC.

~~The~~Code ~~environment is governed by the General Law~~ of the Environment and Natural Resources No. 64-00 of 18 August 2000. The environmental authority is Sub Secretary of Environmental Affairs of the Secretary of State of the Environment and Natural Resources. An environmental permit is required for trenching and drilling. The main steps in the procedure to obtain this are as follows:Ethics

1.We ~~Complete~~have ~~the~~not ~~Prior~~adopted ~~Analysis~~a ~~Form~~code ~~with~~of ~~the~~ethics ~~project~~that ~~data~~applies ~~including~~to ~~name~~our ~~of the project~~officers, ~~name~~directors ofand ~~the~~employees. ~~company,~~When ~~location~~we ondo adopt a ~~1:50,000~~code ~~scale~~of ~~map~~ethics, ~~and~~we ~~name~~will ofdisclose ~~the~~it ~~legal~~in ~~representative~~a Current Report on Form 8-K.

~~-20-~~Committees of the Board of Directors

2Audit Committee. ~~Description~~ We intend to establish an audit committee of the ~~planned~~Board ~~work~~of ~~including~~Directors ~~type~~once we have satisfied the other initial listing standards for listing our common stock on the Nasdaq Stock Market or another national exchange. The audit committee will consist of ~~equipment~~independent todirectors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee's duties will be ~~used~~to recommend to our Board of Directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee will review the scope, ~~size~~timing and fees for the annual audit and the results of audit examinations performed by the ~~drill~~internal ~~platforms~~auditors and independent public accountants, ~~amount~~including their recommendations to improve the system of ~~water~~accounting ~~that~~and internal controls. The audit committee will at all times be ~~required,~~composed ~~environmental~~exclusively ~~management~~of ~~plans~~directors ~~for~~who ~~fuel~~are, ~~oil~~in ~~and~~the ~~grease~~opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and ~~recirculation~~who possess an understanding of ~~water~~financial statements and generally accepted accounting principles.

3Compensation Committee. ~~Authorization~~ We intend to establish a compensation committee of the ~~land~~Board ~~owners~~of ~~with~~Directors ~~copy~~once we have satisfied the other initial listing standards for listing our common stock on the Nasdaq Stock Market or another national exchange. The compensation committee will review and approve our salary and benefits policies, including compensation of ~~property~~executive ~~title~~officers. The compensation committee will also administer our stock option plans and recommend and approve grants of stock options under such plans.

4Nominating Committee. ~~Pay~~ We intend to establish a ~~tax~~nominating committee of ~~RD$5~~the Board of Directors once we have satisfied the other initial listing standards for listing our common stock on the Nasdaq Stock Market or another national exchange. The nominating committee will consider and make recommendations on matters related to the practices,~~000~~ policies and procedures of the Board and take a leadership role in shaping our corporate governance.00 ~~(about~~As ~~US$141~~part of its duties, the nominating committee would assess the size, structure and composition of the Board and its committees, and coordinate the evaluation of Board performance.~~50)~~ The nominating committee would also act as a screening and nominating committee for candidates considered for election to the Board.

~~5. Copy of the Resolution of the Exploration License title.~~34

~~6. UTM~~Board ~~coordinates~~Leadership ofStructure ~~the~~and ~~vertices~~Role ofin ~~the~~Risk ~~Exploration Concession.~~Oversight

~~Deposit~~Our ~~Types~~Board of Directors is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board of Directors receives and ~~Mineralization~~reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company's assessment of risks. The Board of Directors focuses on the most significant risks facing our Company and our Company's general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board's appetite for risk. While the Board oversees our Company's risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach. While we currently do not have any independent directors, we expect to appoint independent directors within the next 12 months to, in part, oversee our risk management processes in accordance with the foregoing.

The island of Hispaniola evolved as a complex island arc associated with bi-polar subduction through Cretaceous to Late Eocene time. Since then, the island has straddled the left-lateral strike-slip fault zone that separates the North American and Caribbean Plates and has largely been volcanically inactive. The Tertiary stratigraphic succession is dominated by sedimentary rocks. The most important rock units in terms of gold and base metal mineralization are the Los Ranchos, Maimon, Tireo and Duarte Formations.

Model lead isotope ages and paleontological evidence yield early Cretaceous ages for both the Los Ranchos and Maimon Formations. Together, they constituted a composite arc associated with NW-directed subduction of the proto-Caribbean plate. The Maimon Formation represents a primitive, bimodal fore-arc assemblage composed of tholeiitic basalts and subordinate felsic volcanics and meta-sedimentary rocks whereas the Los Ranchos Formation represents the axial portion of the associated island arc. The Loma Caribe peridotite, which now hosts the nickel laterite mines, and the Duarte Formation amphibolite would have been part of the oceanic crust that floored the proto-Caribbean Sea.

The volcanic arc underwent a change in polarity in Mid-Cretaceous (Aptian to Early Albanian) time, likely triggered by the collision of the Caribbean Oceanic Plateau with Hispaniola. North-vergent obduction of the Loma Caribe peridotite also took place at this time and the arc was tectonically shortened by major thrust faulting. Shearing and metamorphism was stronger in the fore-arc (Maimon) than the island arc (Los Ranchos).

Renewed calc-alkaline arc volcanism began in the Late Cretaceous (Cenomanian), associated with SW-directed subduction of the North Atlantic Plate beneath Hispaniola. This formed the volcanic arc now represented by the Tireo and Duarte Formations of the Central Cordillera.

Calc-alkaline volcanism continued until Middle/Late Eocene time, when the Bahama Platform (North Atlantic Plate) collided with Hispaniola and the island underwent NE-SW contraction. The Loma Caribe peridotite was emplaced over Late Cretaceous basalts of the Peralvillo Formation. Earlier faults and penetrative fabrics were steepened and overprinted by folds and Mid-Cretaceous thrusts were re-activated.

The Maimon Formation is separated from Late Cretaceous basalts (Peralvillo Formation) and the Loma Caribe peridotite by the NW-striking, left-lateral Ozama Shear Zone which is Eocene or younger. From Late Eocene time until the present, Hispaniola has been subjected to left-lateral transpression and left-lateral strike-slip faulting.

-21-

Property Description and Location

The Olympia Gold Claim consist 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. The project is located in the Central Cordillera mountain belt at an altitude of 990 m, in steeply incised topography. Land use is cattle ranching, and the higher elevations are wooded. It is in the upper part of the Ocoa River basin at the section of Sabana Larga, the main town of the province. The access to the area claim has middle to low difficulty as it is located in a mountain region; nevertheless, the access to the claim is easy by 4x4 wheel drive or by horse riding.

The concession is located within the topographic sheet No.6172-II and Arroyo Cano topographic sheet No. 6172-III 1:50,000 scale, the boundaries are given by the UTM coordinates (19Q): 345.198 mE and 2'089, 000 - 2'069,826 mN. Google coordinates would be: 18’ 44’18”.12 N – 70’ 29’31”.99 O with an elevation of 990 meters.

Accessibility, Climate, Local Resources, Infractructure and Physiography

Accessibility

Access to the Olympia is from Santo Domingo to Villa Altagracia by paved highway, a distance of 112 km which takes 1 hour and 20 minutes. From Villa Altagracia to San Jose de Ocoa it is a 20 km drive on a road which is surfaced paved too.

The nearest international airport is the Airport of the Americas on the east side of Santo Domingo, about a one and a half hour drive from San Jose de Ocoa.

-22-

Climate

The mean annual temperature in San Jose de Ocoa is 22.2°C with a mean annual high of 27.8°C and a mean annual low of 16.7°C. The hottest month is July with a mean monthly high of 29.8°C, and the coolest month is January with a mean low of 15.5°C. The average annual rainfall is 1,435 mm. Rain falls all year with the wettest months being April-May and October to December (data from www.climate-charts.com, average data for 1961 to 1990). The weather is dominated by north east trade winds from the Atlantic.

Geological Setting

Olympia is located in the San Jose de Ocoa block in the Central Cordillera of Hispaniola which is a composite of oceanic derived accreted terrains bounded by left-lateral strike slip fault zones, and is part of the Early Cretaceous to Paleogene Greater Antilles island arc. Hispaniola is located on the northern margin of the Caribbean plate which is a left-lateral transform plate boundary. The tectonic collage is the result of west south west to south west directed oblique convergence of the continental margin of the North American plate with the Greater Antilles island arc, which began in the Eocene to Early Miocene and continues today.

The project geology comprises rhyolites, often altered to sericite schist, overlain by calcareous siltstones and mafic volcanic rocks. Massive sulfide mineralization occurs at the contact between the rhyolites and the calcareous siltstones at Rio Ocoa. Disseminated gold mineralization occurs in sericite schists at Olympia and other near areas.

-23-

The rhyolite forms a north west-trending body about 1,000 m wide at Olympia, narrowing to the north west. The sediment horizon occurs on the north east side and has been mapped for 3.5 km strike length, with a width of 40 to 90 m. Mafic volcanic rocks occur to the north east and south west of the rhyolite.

The rhyolites have phenocrysts of quartz and plagioclase and textures vary from cohesive, with flow banding, to volcaniclastic, often with hyaloclastite texture. They are interpreted to be lavas and/or domes with hyaloclastite breccias and sandstones, indicating extrusion and brecciation by chilling in a subaqueous environment. The sericite schists are altered and deformed rhyolite and predominate over unaltered and undeformed rhyolite. The schistose texture develops progressively as the amount of sericite increases, and there is a transition between rhyolite and sericite schist. The two names were used as descriptive lithological terms in mapping and core logging. Hydrothermal sericite alteration greatly lowers the competency of rhyolite resulting in development of schistosity in response to regional tectonics, and partial to complete destruction of the volcanic texture. Textural variations reflect different volcanic and volcaniclastic units. The sericite schists are pale green to white with quartz phenocrysts and sericite pseudomorphs of plagioclase and biotite, and a strong schistose foliation with open to tight, second-stage folding.

The schists contain pyrite in disseminations and in stringers parallel to, and oblique to the foliation. In places they also contain veinlets of massive to breccia textured sulfides. The sediments are dark gray to black, well bedded to laminated, calcareous siltstones. In places they have black shaley to graphitic partings. They commonly have beds of sedimentary breccia with elongate, flat siltstone rip-up clasts, and beds of volcaniclastic sandstone to conglomerate in a calcareous siltstone matrix.

Topography

The 1:50,000 topographic map with 20 m contours, published by the Instituto Cartográfico Militar (ICM –Military Cartografic Institute), was digitized and enlarged for use as a base map for exploration at Olympia. The grid used is UTM and the datum is North American Datum 1927 (NAD 27) Conus (Continental USA), Zone 19. A hand held global positioning system (GPS) receiver model Garmin “GPSmap76” was used to record sample locations.

-24-

Geochemistry

The main exploration technique used for definition of targets was geological mapping of the sericite schist – sediment contact and soil sampling. A total of 90 soil samples were taken and analyzed for gold and multielements. The area sampled is about 5.0 km long northwest by 1.4 km across. Gold and copper soil geochemistry maps are shown below. The line spacing varies from 25 m to 100 m, and the sample spacing varies from 25 m to 100 m. Most of the area was sampled on a 50 m by 50 m grid. Soil samples were taken from the B horizon and were not sieved. The average sample weight was about 0.5 kg. Gold shows a spatial correlation with Ag (Silver), As (Arsenic), Pb (Lead), Ba (Barium), Hg (Mercury), Mo (Molybdenum), Cu (Copper), Zn (Zinc), Se (Selenium) and Bi (Bismuth). There are also some anomalies of Cu-Mo-Se-Bi without significant Au (Gold) and other metals.

-25-

Working Methodology

The initial indications of mineralization at Olympia were found by fine fraction stream sediment sampling and float sampling carried out as part of a regional stream sediment geochemistry exploration program.

A total of 90 soil samples were taken and analyzed for gold and multi-elements. The area sampled is about 5.0 km long northwest by 1.4 km across. Soil samples were taken from the B horizon and were not sieved. The average sample weight was about 0.5 kg.

Rock sampling was carried out as grab samples of outcrop and float, and channel samples from hand-dug pits and trenches. A total of 30 rock samples were collected. Samples are 2 to 4 kg in weight and were analyzed for gold and multi-elements. Surface rock samples are collected to check for the existence of mineralization, but not to quantify it, and were used for resource estimation

Efforts have been made to sample points without visible contamination and upstream of roads or towns. The samples were collected in the live channel, without direct influence of contributions from the banks. Samples have been made, the result of mixture increments of at least 5 (5 to 10) collected to along 200 m of runway. Have been sought, given the thick granulometry generally found in the channels, areas with lower current strength that allowed the accumulation of finer sediments (behind large rocks or blocks, in areas of convexity of the channel, etc.). At each point were taken with GPS coordinates, and has made a record that reflected the data type of sediment and the bed of the stream.

Sample Preparation

It was important to select the type of sampling, which performed during regional exploration, where three types of sampling were performed in the area of interest:

-26-

- Active Sediments. - Sampling of sediments carried in streams or rivers causes, whose purpose was to determine the volumetric values of metallic minerals, concentrated in the watershed and from the tops of the hills and / or mountains, which circumscribe the basin. The results allowed us to zonify and to determine the origin of the sediments. This sampling was regional and was performed with a geological survey support.

- Sampling of Rock. - Sampling conducted in the lithological units potentially generating and / or mineral-storing metal concentrations and economically feasable, these sampling were performed after a regional geological study, which identified the lithological units that are present in the área of interest.

- Soil Sampling. - This sampling was performed after a detailed geological study of the area, where we have identified the lithological units and structural data (faults and fractures). This sampling was performed in alteration zones that were identified during the study, these alterations are potassic, propylitic, quartz-sericite, argillic and silicification. Any sampling outside these areas is speculative and / or wrong.

Soil and rock samples were collected in heavy duty paper and polythene sample bags respectively, sealed with wire ties and plastic cable ties respectively. A detailed sample description form was filled in for each sample, and a tear-off sample ticket inserted in the bag.

Stream sediment, soil and rock samples were shipped to Acme Labs, Vancouver, Canada for preparation and analysis. This lab complies with the requirements of international standards ISO 9001:2000 and ISO 17025:1999. The whole sample was shipped to the sample preparation facility in the Dominican Republic.

Analysis of Samples at the Olympia:

Express in Grams per Ton

Sample	Type	UTM – X	UTM - Y	Gold	Silver	Copper	Zinc
XTR36	ROCK	345198	2089001	8.15	23.14	5.10	12.36
XTR42	ROCK	345210	2097655	9.12	2.35	1.75	5.63
XTR01	ROCK	345265	2097601	1.02	3.02	1.75	0.96
XTR24	ROCK	345290	2097432	1.08	3.36	3.25	156.00
XTS14	SED	345295	2097675	1.25	32.18	87.10	10.01
XTS10	SED	345211	2097535	23.10	12.02	10.30	9.75
XTS22	SED	345201	2097433	14.12	1.36	17.95	74.20
XTS06	SED	345301	2097386	2.12	13.12	2.10	3.20
XSS17	SOIL	345356	2097864	3.12	8.54	13.20	21.20
XSS65	SOIL	345366	2097992	12.50	21.20	33.20	11.00
XSS54	SOIL	345401	2097999	3.33	6.45	24.10	36.20
XSS23	SOIL	345433	2097581	2.99	12.00	3.20	4.96
XSS12	SOIL	346202	2097514	1.24	6.30	10.20	34.10
XSS27	SOIL	345421	2097811	3.96	6.23	17.10	12.60
XTS18	SED	346236	2097823	1.45	1.23	7.89	5.21
XTS17	SED	345360	2097975	13.20	74.20	88.20	117.00

UTM Universal Transverse Mercator ROCK Rock sample SED Sediments from rivers and streams on the property SOIL Soil samples

-27-

The above chart shows the most attractive points of interest and locations of collected samples.

These results are derived from surface exploration only, opportune drilling is recommended in order to set forth the viability and feasibility of the project.

The total number of samples taken during the exploration program was 140 which comprised 29 rock samples, 66 soil samples and 45 sediment samples. The ones not shown above contained virtually limited mineralization.

The Olympia is located near the town of San Jose de Ocoa in the Province of San Jose de Ocoa and therefore access to supplies and workers if readily available. As for sources of power during the exploration stage the Company can use generators on the claim and water access can be obtained from the numerous streams that flow over the property. There are no infrastructures located on the Olympia.

Recommendations and Conclusions

The geologist of the above noted report concludes that:

· Exploration diamond drilling should be conducted in order to determine the quality and quantification of the deposits.

· Exploration, surveys, sampling, sample preparation have been according to the international standards.

· Sampling and surveying includes quality assurance procedures.

· Exploration databases are professionally constructed and are sufficiently error-free.

The exploration budget proposed for Phase II is as follows:

Item	Number and Cost	Total Cost (USD)
Salaries and camp costs:
Supervising Geologist	22 days @ $600.00 per day	$ 13,200.00
Geological Assistant	22 days @ $200.00 per day	4,400.00
Transportation	1,500 km @ $0.75 per km	1,125.00
Camp cost and lodging	22 days @ $100 per day	2,200.00
Compilation:
Data and digitizing	15 days @ $150.00 per day	2,250.00
Drill hole interpretation and modeling	11 days @ $600.00 per day	6,600.00
Structural consultant	17 days @ $200.00 per day	3,400.00
Drilling and assaying:
Soil geochemistry		12,500.00
Diamond drilling (initial test holes)	150 meters @ $60.00 per meter	9,000.00
Assays of drill core	150 samples @ $34.00 per sample	5,100.00
Subtotal		59,775.99
Contingency	10%	5,977.50
TOTAL		$ 65,752.50

-28-

Management has not yet decided when it will be able to start Phase II since at the present time it does not have the available funds to do so.

In order to maintain the Olympia in good standing during the forth coming years the following will have to be adhered to:

- One time payments will have to be made for connection point revisions, project boundaries and newspaper publication of the ownership of the Olympia for an estimated cost of $2,300.

- The Company will have to apply for and receive a Certificate from the Ministry of Mines indicating that it has the rights to the minerals on the Olympia for a cost of $100. This process takes time and the Company has not yet received its Certificate but has been assured it is forthcoming within the next several months.

- Minimum annual cost to maintain the claim in good standing would be approximately $12,000 in exploration work.

LEGAL PROCEEDINGS

We are not engaged in any legal proceedings.

MANAGEMENT

Director and Executive Officer

The following table sets forth the name and age of our sole director and executive officer, the principal offices and positions with us held by him and the date he became our director or executive officer. Our executive officer is appointed by our Board of Directors. Our director serves until the earlier occurrence of the election of his successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. We have no other employees.

Name	Age	Position
Francisco Antonio Jerez Garcia	48	Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Secretary and Director

Francisco Garcia has served as Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Secretary and Director since the Company’s inception.

Francisco Garcia graduated from the Instituto Tecnico del Cibao Oriental – ITECO in the Province of Sanchez Ramirez and obtained a degree of Engineer of Geology and Mines in 1991 and Master’s of Science in 1994 from the same university. He has worked in 1996 as a laboratory assistant for M&M Minerals; in 1997 he worked as a field geologist for The Burn in evaluating limestone; between 1998 and 2000 he worked as a geologist and geophysical engineer in order to allow Minera Hispaniola, SA in determining their source for a drilling program, plotting and overseeing the development of roads into the claim under consideration, undertook an extensive mapping and sampling program, making the mesh geochemical in the project as well as sampling numerous outcrops; in 2000 he conducted an assessment of better access to carry water to the areas where it was needed on the claim owned by Coproinver S.A.; between 2001 and 2002 again worked for Minera Hospaniola as a field geologist where he explored different projects with the provinces of Monte Plata and Sanchez Ramirez by collecting samples either in sediment, soil or rock; in 2002 he worked for Placer Dome Dominicana, Inc where he was responsible for the good design of the future operating plan; between 2003 and 2004 he worked as a field geologist for Cementos Cibao where designed and constructed drilling platforms and ensuring adherence to environmental requirements in the region, undertook geological mapping and structural geology as needed and between 2005 and 2010 he was employed by Cemex Dominicana in planning, blasting, selective mining, crushing, stacking and management of personnel and equipment. Since 2010 he has been a self-employed geologist.

-29-

We do not have an audit committee due to the only officer and director being Mr. Garcia. It is the Company’s intention to identify a person who would be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K. Given our size and limited financial ability, we do not anticipate in seeking an audit committee financial expert in the near future.

Conflicts of Interest

Our sole director, Mr. Garcia, is a professional geologist and has other clients in the mineral exploration business. Therefore there may be cases whereby he identifies a mineral claim for another client which might appeal to our Company. If engaged by another client it would be difficult for us to demand he consider venting the mineral claim into our Company. Hopefully such a circumstance would not be occurring very often, if ever.

To ensure that potential conflicts of interest are avoided or declared and that the Company conducts business in accordance with laws, our sole director adopted on August 26, 2012, a Code of Business Conduct and Ethics. Mineria’s Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the ethical behavior of Mineria’s present and future officers to its shareholders, employees, customers, lenders and others.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Name and Principal Position	Fiscal Year Ended 5/31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Total ($)
James Schramm	2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President, CEO, CFO, Secretary, Treasurer and Director (1)	2014		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Francisco Antonio Jerez Garcia	2015		-0-		-0-		-0-		-0-		-0-		-0-		5,650		5,650
Former President, CEO, CFO, Director, Secretary and Treasurer (2)	2014		-0-		-0-		-0-		-0-		-0-		-0-		2,150		2,150

~~General Philosophy~~_____________

The Company’s Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

(1)	James Schramm was appointed as President, CEO, CFO, Director, Secretary and Treasurer of the Company on October 14, 2015 and as the Company's sole director on October 24, 2015.
(2)	Francisco Antonio Jerez Garcia resigned as the sole officer of the Company on October 14, 2015 and as the Company's sole director on October 24, 2015.
(3)	Includes fees paid for mapping and recording data on the Olympia claim.

~~-30-~~Agreements

~~Executive~~We ~~Compensation~~have not entered into any agreements with our directors and officers.

InEffective ~~light~~February 2, 2016, we issued 100,000 shares of ~~our~~Series ~~limited~~A ~~capital~~Preferred Stock to Mr. Schramm. The Series A Preferred Stock entitles Mr. Schramm to 7,000 votes per share on all matters submitted to a vote of our ~~executive~~common ~~officer~~stockholders. ~~receives~~On noFebruary ~~cash~~11, ~~compensation~~2016, ~~for~~Mr. ~~serving~~Schramm ~~the~~cancelled ~~Company~~and returned to treasury an aggregate of 40,000,000 shares of common stock owned by him. On March 18, 2016, Mr. Schramm canceled and returned to treasury an additional 25,000,000 shares of common stock.

~~Compensation~~Outstanding ~~Summary~~Equity Awards at Fiscal Year End

~~The~~For ~~following~~the ~~table~~year ~~summarizes~~ended ~~all~~May ~~compensation~~31, ~~earned~~2015, byno director or ~~paid~~executive officer has received compensation from us pursuant to ~~our~~any ~~Chief~~compensatory ~~Executive~~or ~~Officer,~~benefit Mrplan. ~~Garcia~~There is no plan or understanding, ~~during~~express ~~the~~or ~~period~~implied, ~~from~~to ~~inception~~pay any compensation to ~~May~~any 31director or executive officer pursuant to any compensatory or benefit plan, ~~2013~~although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.

~~SUMMARY~~Compensation ~~COMPENSATION~~of ~~TABLE~~Directors

Name and principal position	Year	Salary	Option Award	All Other compensation	Total
Francisco A. J. Garcia Chief Executive Officer	2012	0	0	0	0
	2013	0	0	0	0

No member of our Board of Directors received any compensation for his services as a director during the year ended May 31, 2015 except as described above.

~~Employment Agreements~~35

~~Mr.~~SECURITY ~~Garcia~~OWNERSHIP ~~does~~OF ~~not~~CERTAIN ~~have~~BENEFICIAL anOWNERS ~~employment~~AND ~~agreement with the Company.~~MANAGEMENT

~~Stock~~The ~~Options~~following table sets forth certain information, as of March 24, 2016 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company's executive officers and directors; and (iii) the Company's directors and executive officers as a group. Except as otherwise indicated, to our knowledge each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

The ~~Company~~percentage of class beneficially owned is based on 40,500,000 shares of common stock issued and outstanding as of March 24, 2016. Beneficial ownership has nobeen determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants or the conversion of convertible securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Compensation of Our Sole Director

	Voting Power					Common Stock					Series A Preferred Stock
	Number of Shares		Percent			Number of Shares		Percent of Class			Number of Shares		Percent of Class
Name and Address of Beneficial Owner (1)(2)
Directors and Executive Officers
James Schramm (3)		707,746,666		95.54	%		7,746,666		18.39	%		100,000		100.00	%
All Directors and Executive Officers as a Group (1 person)		707,746,666		95.54	%		7,746,666		18.39	%		100,000		100.00	%

Other Persons
RMF Empire, Inc. (4)		5,500,000	*				5,500,000		13.58	%		0		0

~~Currently,~~* ~~Mr.~~Indicates ~~Garcia~~less ~~receives~~than noone ~~compensation for serving as such~~percent. ~~We may reconsider this policy if and when we appoint or elect other individuals as directors.~~

~~SECURITY OWNERSHIP OF~~____________________

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(1)	Except as otherwise indicated, the address of each beneficial owner is c/o XLI Technologies, Inc., 6795 Edmond Street, 3rd Floor, Las Vegas, Nevada 89118.
(2)	Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
(3)	Includes (i) 4,446,666 shares of common stock held by Mr. Schramm, (ii) 3,000,000 shares of common stock held by Renelyn Schramm, Mr. Schramm's wife and (iii) 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock entitles Mr. Schramm to 7,000 votes per share on all matters submitted to a vote of our common stockholders. As a result of Mr. Schramm's beneficial ownership of 7,746,666 common shares and 100,000 Series A Preferred Shares he can vote 707,746,666 of 740,500,000 shares entitled to vote.
(4)	The address of this beneficial owner is 2101 West Empire Avenue, Burbank California 91504. Ryan Friedlinghaus is the Chief Executive Officer of RMF Empire, Inc. and holds voting and dispositive power over the securities of the Company held by RMF Empire, Inc.

~~Principal~~Changes ~~Shareholders~~in Control

~~The~~We ~~following~~are ~~table~~not ~~presents~~aware ~~certain information regarding the beneficial ownership~~ of ~~all~~any ~~shares~~arrangements ofthat ~~common~~may ~~stock~~result atin ~~May~~"changes ~~31,~~in ~~2013~~control" ~~for~~as ~~executive~~that ~~officer~~term ~~and director of our Company. The percentage ownership shown in such table~~ is ~~based~~defined ~~upon~~by the ~~75,000,000~~provisions ~~common~~of ~~shares~~Item ~~issued~~403(c) ~~and~~of ~~outstanding. There~~Regulation ~~are no options or warrants to acquire our common stock outstanding~~S-K.

Name	Common Shares Owned	Percentage
Francisco Antonio Jerez Garcia Calle San Pablo, No. 8 Bo. Buenos Aires Municipio Monsenor Novel, Dominican Republic	75,000,000	100.0%

-31-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

Related Party Transactions

WeOn ~~have~~May ~~not~~8, ~~entered~~2015, ~~into~~our ~~any~~wholly ~~transaction~~owned ~~involving~~subsidiary BIL ~~Mr.~~("BIL") ~~Garcia~~issued or100 ~~any~~membership ~~entity~~interests ~~controlled~~to byJames ~~him~~Schramm for proceeds of $40.

On October 20, 2015, the Company entered into a share exchange agreement with BIL, pursuant to which the Company acquired 100% of the issued and outstanding membership interest of BIL and issued BIL's sole member Mr. Schramm an aggregate of 25,000,000 shares of common stock. The amounts due to related parties of $83,753 were forgiven and released pursuant to the share exchange agreement on October 20, 2015.

In November and December 2015, the Company entered into distribution license rights agreements with an entity in which Mr. Schramm owns a 20% interest, pursuant to which the Company obtained exclusive and non-exclusive license rights related to the distribution of LightSheets in Canada and the United States. The license grants the Company exclusive rights to distribute lightsheets in the United States for movie theatres and cinema companies, as well as select companies in the automotive industry.

During the three months ended November 30, 2015, the Company paid back a $30,000 loan owed to Mr. Schramm. As of February 29, 2016, the Company owes Mr. Schramm approximately $30,000. Mr. Schramm advanced the Company an aggregate of $50,000 in the fiscal year ending May 31, 2015. Amounts owed to Mr. Schramm are unsecured, non-interest bearing and due on demand.

Effective February 2, 2016, we issued 100,000 shares of Series A Preferred Stock to Mr. Schramm. The Series A Preferred Stock entitles Mr. Schramm to 7,000 votes per share on all matters submitted to a vote of our common stockholders.

On February 11, 2016, Mr. Schramm cancelled and returned to treasury an aggregate of 40,000,000 shares of common stock owned by him.

On March 7, 2016, we entered into a distribution/marketing agreement with an entity in which Mr. Schramm owns a 20% interest. Pursuant to the agreement, we acquired the exclusive rights to distribute, market and resell nanotechnology printed lightsheets, solar panels and batteries in 121 countries in the Caribbean, excluding Cuba, and to incorporate such products into our existing or future products. We may also distribute, market or resell the products outside of the territory with consent. As compensation for the exclusivity rights, the granted the entity a 5% royalty on all revenues earned by the Company from the distribution, marketing or resale of the products and issued it 4,700,000 shares of newly designated Series B Preferred Stock.

On March 18, 2016, Mr. Schramm cancelled and returned to treasury an aggregate of 25,000,000 shares of common stock owned by him.

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company's outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

	·	Disclosing such transactions in reports where required;
	·	Disclosing in any and all filings with the SEC, where required;
	·	Obtaining disinterested directors consent; and
	·	Obtaining shareholder consent where required.

Review, Approval or Ratification of Transactions with Related Persons

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.

Director Independence

Mr. ~~Francisco~~Schramm ~~Garcia~~is in not an "independent" ~~within~~director based on the ~~meaning~~definition of ~~Section~~independence ~~4200(a)15~~in the listing standards of the NASDAQ Stock Market ~~Rules~~LLC.

SELLING SECURITY HOLDER

The following table identifies the Selling Security Holder, as of May 31, 2013, and indicates certain information known to us with respect to (i) the number of common shares beneficially owned by the Selling Security Holder, (ii) the number of common shares that may be offered for the Selling Security Holder’s account, and (iii) the number of common shares and percentage of outstanding common shares to be beneficially owned by the Selling Security Holder assuming the sale of all of the common shares covered hereby by the Selling Security Holder. As of May 31, 2013, 75,000,000 shares of common stock were issued and outstanding. The Selling Security Holder may sell some, all, or none of his shares of common stock. The number and percentages set forth below under “Shares Beneficially Owned After Offering” assumes that all offered shares are sold.

Name of Selling Security Holder	Shares Beneficially Owned Prior to Offering		Shares to be Offered	Shares Beneficially Owned After Offering
	Number	Percentage	Number	Number	Percentage
Francisco A. J. Garcia Calle San Pablo No.8 Bo. Bueno Aires, Municipio Monsenor, Novel Dominican Republic	75,000,000	100.00	25,000,000	50,000,000	66.67
Total	75,000,000	100.00	25,000,000	50,000,000	66.67

PLAN OF DISTRIBUTION

The Selling Security Holder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this Prospectus from a Selling Security Holder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of his shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The offering price for the shares of common stock owned by the Selling Security Holder will be $0.002 per share. The offering price of $0.002 per share was arbitrarily determined by the Selling Security Holder.

-32-

The Selling Security Holder may use any one or more of the following methods when disposing of shares or interests therein:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at the offering price per share;

· privately negotiated transactions;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The Selling Security Holder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by him and, if he defaults in the performance of his secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Security Holder to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Security Holder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Broker-dealers engaged by the Selling Security Holder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.

The aggregate proceeds to the Selling Security Holder from the sale of the common stock offered by him will be the purchase price of the common stock less discounts or commissions, if any. The Selling Security Holder reserves the right to accept and, together with his agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The Selling Security Holder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that he meets the criteria and conform to the requirements of that rule. Assuming that the Selling Security Holder sells all of his shares of common stock pursuant to this Prospectus, he will own 50,000,000 shares of common stock which may be sold pursuant to Rule 144.

The Selling Security Holder and any broker-dealers acting in connection with the sale of the Shares hereunder is an "underwriters" within the meaning of Section 2(11) of the 1933 Act, and any commissions received by him and any profit realized by him on the resale of Shares as principals is an underwriting compensation under the 1933 Act. The Selling Security Holder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the Prospectus delivery requirements of the Securities Act.

-33-

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Security Holder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Security Holder and his affiliates. In addition, we will make copies of this Prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Security Holder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

This offering by the Selling Security Holder will terminate nine months after the effective date of the registration statement.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized by our Articles of Incorporation to issue 550,000,000 shares of common stock, $0.001 par value per share. As of May 31, 2013, there were 75,000,000 shares of common stock issued and outstanding. Our future stockholders are entitled to vote, to receive dividends as may be declared by the Board out of funds legally available therefore and to share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, preemptive or subscription rights. All outstanding shares of common stock are fully paid and nonassessable.

DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We are incorporated under the laws of the State of Nevada. Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that neither a director nor an officer of a Nevada corporation can be held personally liable to the corporation, its stockholders or its creditors unless the director or officer committed both a breach of fiduciary duty and such breach was accompanied by intentional misconduct, fraud, or knowing violation of law. Nevada does not exclude breaches of the duty of loyalty or instances where the director has received an improper personal benefit.

A Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding, if he is not liable under NRS 78.138 (see above), acted in “good faith” and in a manner he reasonably believed to be in and not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, with respect to actions by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. A director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the Nevada corporate statutes’ indemnification provisions must be indemnified by the corporation for reasonable expenses incurred in connection therewith, including attorneys’ fees.

-34-

The Company’s Bylaws provide that the corporation shall, to the maximum extent and in the manner permitted by the NRS, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him or her in connection with any action, suit or other proceeding in which he or she may be involved or with which he or she may be threatened, or other matters referred to in or covered by said provisions both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. The Company’s Bylaws do not modify Nevada law in this respect.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the shares ofsold ~~common~~by ~~stock~~the ~~offered~~Selling ~~was~~Shareholders under ~~passed~~this ~~upon~~prospectus bywill ~~the~~be W.passed ~~Scott~~upon ~~Lawler,~~for ~~Attorney~~us atby ~~Law,~~Sichenzia ~~Suite~~Ross ~~1-111,~~Friedman ~~4960~~Ference ~~S. Gilbert Road~~LLP, ~~Chandler,~~New ~~Arizona~~York, ~~85249~~New York.

EXPERTS

~~The~~Sadler ~~financial~~Gibb ~~statements~~& ofAssociates, ~~Mineria~~LLC, Your ~~Exploraciones~~independent ~~Olympia~~registered public accountant, ~~Inc.~~has ~~have~~audited ~~been~~our financial statements included in ~~the~~this ~~Prospectus~~prospectus and ~~elsewhere~~Registration inStatement to the ~~registration~~extent ~~statement~~and infor ~~reliance~~the onperiods ~~the~~set ~~report~~forth ofin their audit report. Sadler, Gibb & Associates, LLC ~~an independent registered public accounting firm~~, ~~given~~has onpresented ~~the~~its ~~authority~~report ofwith ~~that~~respect ~~firm~~to asour ~~experts~~audited infinancial ~~auditing and accounting~~statements.

~~Lawler & Associates has assisted us in the preparation of this prospectus and registration statement and has given an opinion on the tradability of the shares issued by the Company.~~38

~~The~~COMMISSION ~~summary~~POSITION ~~of exploration contained in “Geological Report on Olympia Gold Claim” dated February 19, 2013, was authored by Hilario Santos Sosa, Professional Geologist, Puerto Plata, Dominican Republic.~~ON

~~TRANSFER~~INDEMNIFICATION ~~AGENT~~FOR ~~AND~~SECURITIES ~~REGISTRAR~~ACT LIABILITIES

~~The~~NRS ~~transfer~~Section ~~agent~~78.7502, ~~and~~provides ~~registrar~~that ~~for~~a ~~our~~corporation ~~common~~may ~~stock~~indemnify isany ~~Action~~director, ~~Stock~~officer, ~~Transfer~~employee ~~Corp.,~~or ~~Suite~~agent ~~214~~of –a ~~2469~~corporation E.against ~~Fort~~expenses, ~~Union~~including ~~Blvd.~~fees, ~~Salt~~actually ~~Lake~~and ~~City,~~reasonably ~~Utah~~incurred by him in connection with any defense to the extent that a director, ~~84121~~officer, ~~with~~employee or agent of a corporation has been successful on the ~~telephone~~merits ~~number~~or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(~~801~~1) ~~274-1088~~or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

Our Articles of Incorporation provide that no director or officer shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the NRS. Any repeal or modification of this provision in our Articles of Incorporation by the stockholders shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer for acts or omissions prior to such repeal or modification.

Our Bylaws provide that every person who was or is a party or is a threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer or is or was serving at the request of the Company or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest legally permissible under the NRS from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise.

The Board of Directors may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture. trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

WeThis ~~have~~prospectus, ~~filed~~which constitutes a ~~registration~~part ~~statement~~of onthe ~~Form~~registration ~~S-1~~statement, ~~together~~does ~~with~~not contain all ~~amendments~~of ~~and~~the ~~exhibits,~~information ~~with~~set ~~the~~forth ~~SEC.~~in ~~This~~the ~~Prospectus,~~registration ~~which~~statement ~~forms~~and athe ~~part~~exhibits ofthereto. ~~that~~Statements ~~registration~~contained ~~statement,~~in ~~does~~this ~~not~~prospectus ~~contain~~as ~~all~~to ~~information~~the ~~included~~contents inof ~~the~~any ~~registration~~contract ~~statement.~~or ~~Certain~~other ~~information~~document that is ~~omitted~~filed ~~and~~as ~~you~~an ~~should~~exhibit ~~refer~~ to the registration statement ~~and~~are ~~its~~not ~~exhibits.~~necessarily ~~With~~complete ~~respect~~and toeach ~~references~~such ~~made~~statement is qualified in ~~this~~all ~~Prospectus~~respects by reference to ~~any~~the full text of ~~our~~such ~~contracts~~contract or ~~other~~document. ~~documents,~~For ~~the~~further ~~references~~information ~~are~~with ~~not~~respect ~~necessarily~~to ~~complete~~us and ~~you~~the ~~should~~common ~~refer~~stock, toreference ~~the~~is ~~exhibits~~hereby ~~attached~~made to the registration statement ~~for~~and ~~copies~~the exhibits thereto, which may be inspected and copied at the principal office of the ~~actual~~SEC, ~~contracts~~100 orF ~~documents.~~Street ~~You~~NE, ~~may~~Washington, ~~read~~D.C. 20549, and ~~copy~~copies of all or any ~~document~~part ~~that~~thereof wemay ~~file~~be obtained at prescribed rates from the Commission’'s Public Reference ~~Room~~Section at ~~100~~such Faddresses. ~~Street~~Also, ~~N.E.,~~the ~~Washington,~~SEC ~~D.C.~~maintains ~~20549.~~a ~~Please~~World ~~call~~Wide Web site on the ~~SEC~~Internet at ~~1-800-SEC-0330~~http://www.sec.gov ~~for~~that ~~further~~contains reports and other information onregarding registrants that file electronically with the ~~operation~~SEC. We also make available free of ~~the~~charge ~~public~~our ~~reference~~annual, ~~rooms.~~quarterly ~~Our~~and ~~filings~~current reports, and ~~the~~other ~~registration~~information ~~statement~~upon ~~can~~request. ~~also~~To berequest ~~reviewed~~such bymaterials, ~~accessing~~please ~~the~~contact ~~SEC’s~~Mr. ~~website~~James Schramm, our President and Chief Executive Officer at ~~http~~6795 Edmond Street, 3rd Floor, Las Vegas, NV 89118, telephone:~~//www~~ 424-653-0128.~~sec.gov.~~

~~-35-~~40

InINDEX ~~addition~~TO ~~you~~FINANCIAL may obtain free of charge a copy of our reports filed with the SEC by sending your request to Mr. Garcia, Mineria Y Exploraciones Olympia, Inc., Calle San Pablo, No. 8 B0. Buenos Aires, Municipio Monsenor Novel, Dominican Republic.STATEMENTS

~~-36-~~BOSCH INTERNATIONAL LLC

~~MINERIA~~TABLE YOF ~~EXPLORACIONES OLYMPIA, INC.~~CONTENTS

~~Index~~FOR toTHE ~~Consolidated~~PERIOD ~~Financial~~ENDED ~~Statements~~MAY 31, 2015

Page
Index
Report of Independent Registered Public Accounting Firm 38 F-2
Consolidated Balance Sheet……………………………………………………………………….. 39
Balance Sheet F-3
Consolidated Statements of Operations……………………………………………….................... 40
Statement of Operations and Changes in Member's Equity F-4
Consolidated Statement of Stockholder’s Equity…………………………………………………. 41
Statement of Cash Flows F-5
Consolidated Statement of Cash Flows…………………………………………………………… 42
Notes to the Financial Statements F-6
Notes to Consolidated Financial Statements……………………………………………………… 43

F-~~37-~~1

LETTER HEAD OF SADLER GIBB & ASSOCIATES, LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholder~~shareholders

~~Mineria~~Bosch YInternational ~~Exploraciones Olympia, Inc.~~LLC

We have audited the accompanying ~~consolidated~~ balance sheet of ~~Mineria~~Bosch YInternational ~~Exploraciones~~LLC ~~Olympia, Inc.~~ ("the Company") as of May 31, ~~2013~~2015 and the related ~~consolidated~~ statements of operations, ~~stockholders’~~and member's equity, and cash flows for the period ~~August~~from ~~22,~~inception ~~2012~~on ~~(date~~May of7, ~~inception)~~2015 tothrough May 31, ~~2013~~2015. These ~~consolidated~~ financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the ~~consolidated~~ financial position of ~~Mineria~~Bosch YInternational ~~Exploraciones~~LLC ~~Olympia, Inc.~~ as of May 31, ~~2013~~2015, and the ~~consolidated~~ results of ~~their~~its operations and cash flows for the period ~~August~~from ~~22,~~inception ~~2012~~on ~~(date~~May of7, ~~inception)~~2015 tothrough May 31, ~~2013~~2015, in conformity with U.S. generally accepted accounting principles.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. AsThe ~~discussed~~Company inhas ~~Note~~generated 6no torevenues ~~the~~from ~~consolidated~~its ~~financial~~business ~~statements~~operations, ~~the~~has ~~Company~~incurred operating losses since inception and will need additional working capital to service its debt and for its ~~intended~~planned ~~purpose~~activity, which raises substantial doubt about its ability to continue as a going concern. Management’'s plans ~~concerning~~in regard to these matters are ~~also~~ described in Note 6.1 ~~The~~to ~~consolidated~~the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

[Missing Graphic Reference]

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

~~August~~January 156, ~~2013~~2016

F-~~38-~~2

~~MINERIA~~BOSCH YINTERNATIONAL ~~EXPLORACIONES~~LLCBalance ~~OLYMPIA, INC.~~Sheet

(An Exploration Stage Company)

May 31,
2015
$

ASSETS

Current Assets

Cash

40,023

Deposits

65,005

Total Assets

105,028

LIABILITIES AND MEMBER'S EQUITY

Current Liabilities

Due to related party

30,000

Loan payable

75,000

Total Liabilities

105,000

COMMITMENTS AND CONTINGENCIES

-

Member's Equity

Member Interests

40

Accumulated deficit

(12 )

Total Member's Equity

28

Total Liabilities and Member's Equity

105,028

~~CONSOLIDATED~~(The ~~BALANCE~~accompanying ~~SHEET~~ notes are an integral part of these financial statements)

	May 31, 2013
ASSETS
CURRENT ASSETS
Cash	$ 26,166
Total Current Assets	26,166
TOTAL ASSETS	$ 26,166
Commitments and contingencies	$ -
STOCKHOLDER’S EQUITY
Common stock
550,000,000 shares authorized, at $0.001 par value;
75,000,000 shares issued and outstanding	75,000
Deficit accumulated during the exploration stage	(48,834)
Total Stockholder’s Equity	26,166
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$ 26,166

F-3

~~The~~BOSCH ~~accompanying~~INTERNATIONAL ~~notes are an integral part of these consolidated financial statements.~~LLC

~~-39-~~Statements of Operations and Changes in Member's Equity

MINERIA Y EXPLORACIONES OLYMPIA, INC.

For the period
from May 7,
2015 (date of
inception) to
May 31, 2015
$

Revenue

-

Operating Expenses

General and administrative

12

Total Operating Expenses

12

Net loss for the period

(12 )

Member's equity, beginning of period

-

Contributions during the period

40

Member's equity, end of period

28

(AnThe ~~Exploration~~accompanying ~~Stage~~notes ~~Company~~are an integral part of these financial statements)

~~CONSOLIDATED STATEMENT OF OPERATIONS~~F-4

From August 22, 2012 (date of inception) to May 31, 2013
REVENUES $ -
EXPENSES
Exploration 26,528
Impairment on mineral claim acquisition 13,000
General and administrative expenses 9,306
NET LOSS FROM OPERATIONS $ (48,834)
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted 71,554,770
BOSCH INTERNATIONAL LLC

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

-40-

MINERIA Y EXPLORACIONES OLYMPIA, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

Period August 22, 2012 (date of inception) to May 31, 2013

	Common Shares	Stock Amount	Accumulated Deficit	Total
Balance August 22, 2012	-	$ -	$ -	$ -
Issuance of common shares for cash – $0.001, September 4, 2012	75,000,000	75,000	-	75,000
Net operating loss for the period August 22, 2012 ( date of Inception) to May 31, 2013	-	-	(48,834)	(48,834)
Balance as at May 31, 2013	75,000,000	$ 75,000	$ (48,834)	$ 26,116

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

-41-

MINERIA Y EXPLORACIONES OLYMPIA, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period August 22, 2012 (date of inception) to May 31, 2013

	From August 22, 2012 (date of inception) to May 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (48,834)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss on mineral claim	13,000
Net Cash Used In Operating Activities	(35,834)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of mineral claim	(13,000)
Net Cash Used In Investing Activities	(13,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	75,000
Net Cash Provided by Financing Activities	75,000
Net Increase in Cash	26,166
Cash at Beginning of Period	-
CASH AT END OF PERIOD	$ 26,166

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

-42-

MINERIA Y EXPLORACTIONES OLYMPIA, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

1. ORGANIZATION

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 mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the exploration stage.

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 Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (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.

Evaluation of Long-Lived Assets

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

-43-

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.

Period Ended	Estimated NOL Carry-Forward	NOL Expires	Estimated Tax Benefit from NOL	Valuation Allowance	Net Tax Benefit
5/31/13	$ 48,834	2033	$ 16,604	$ (16,604)	$ -

On May 31, 2013 the Company had a net operating loss carry forward of $48,834 for income tax purposes. The tax benefit of approximately $16,604 from the loss carry forward has been fully offset by a valuation allowance.

As of May 31, 2013, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended May 31, 2013 and no interest or penalties have been accrued as of May 31, 2013. As of May 31, 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2013 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

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:

-44-

(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.

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.

For the period
from May 7, 2015 (date of inception)
to May 31, 2015
$

Operating Activities

Net loss

(12 )

Adjustments to reconcile net loss for non-cash items relating to operating activities:

Changes in operating assets and liabilities:

Deposits

(65,005 )

Net cash used in operating activities

(65,017 )

Financing Activities

Proceeds from issuance of member interests

40

Proceeds from related parties

30,000

Proceeds from loan payable

75,000

Net cash provided by financing activities

105,040

Increase in cash

40,023

Cash, beginning of period

-

Cash, end of period

40,023

Supplemental disclosures:

Interest paid

-

Income taxes paid

-

~~Environmental~~(The ~~Requirements~~accompanying notes are an integral part of these financial statements)

~~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.~~F-5

~~Recent~~BOSCH ~~Accounting~~INTERNATIONAL ~~Pronouncements~~LLCNotes to the Financial Statements

~~The~~1. ~~Company~~Nature ~~does not expect that the adoption~~ of ~~recent~~Operations ~~accounting~~and ~~pronouncements~~Going ~~will have a material impact on its financial statements.~~Concern

~~-45-~~Bosch International LLC (the "Company") was incorporated in the State of California on May 7, 2015. The Company's principal business is the purchase and sale of light sheets which are used for the film and production industry.

3These 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. ~~ACQUISITION~~ OFThe ~~MINERAL~~Company ~~CLAIM~~has not generated significant revenues since inception. 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 May 31, 2015, the Company has not recorded any revenues, and has incurred a net loss of $12. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments for 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.

On2. ~~August~~Summary ~~28,~~of ~~2012,~~Significant ~~the~~Accounting ~~Company acquired the Olympia Gold Claim located in the Dominican Republic for $13,000.~~Policies

~~The Olympia Gold Claim consist of 3,315 (Three Thousand Three Hundred and Fifteen Mining Hectares~~a) orBasis ~~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.~~Presentation

~~The~~These ~~Company~~financial ~~determined~~statements ~~indicators~~and ofrelated ~~impairment~~notes ~~existed~~are atpresented ~~May~~in ~~31,~~accordance ~~2013,~~with ~~and~~accounting ~~based~~principles ongenerally ~~its~~accepted ~~cash~~in ~~flows~~the ~~assessment~~United onStates, ~~that~~and ~~date,~~are ~~determined~~expressed anin ~~impairment~~U.S. ~~loss~~dollars. ~~should~~The beCompany's ~~recorded~~fiscal inyear ~~the~~end ~~amount~~is ofMay ~~$13,000~~31.

~~4. SIGNIFICANT~~b) ~~TRANSACTIONS~~Use ~~WITH~~of ~~RELATED PARTIES~~Estimates

The ~~sole~~preparation ~~director~~of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and ~~officer~~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 ~~has~~bases ~~purchased~~its ~~100%~~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 ~~issued~~basis for making judgments about the carrying values of assets and ~~outstanding~~liabilities ~~shares~~and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company ~~for~~may ~~$75~~differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results,~~000~~ future results of operations will be affected.

~~5. COMMON~~c) ~~STOCK~~Cash and Cash Equivalents

OnThe ~~September~~Company 4,considers ~~2012,~~all ~~the~~highly ~~Company~~liquid ~~issued~~instruments ~~75,000,000~~with ~~common~~maturity ~~shares~~of tothree ~~its~~months ~~sole~~or ~~director~~less ~~and~~at ~~officer~~the ~~for~~time ~~$75,000~~of issuance to be cash equivalents.

~~6. GOING~~d) ~~CONCERN~~Financial Instruments

~~The~~Pursuant ~~Company~~to ~~will~~ASC ~~need~~820, ~~additional~~Fair ~~working~~Value ~~capital~~Measurements toand ~~accomplish~~Disclosures, ~~its~~an ~~intended~~entity ~~purpose~~is required to maximize the use of ~~exploring~~observable ~~its~~inputs ~~mining~~and ~~claim,~~minimize ~~which~~the ~~raises~~use ~~substantial~~of ~~doubt~~unobservable ~~about~~inputs ~~its~~when ~~ability~~measuring tofair ~~continue~~value. asASC 820 establishes a ~~going~~fair ~~concern.~~value ~~Management~~hierarchy ofbased on the ~~Company~~level ~~has~~of ~~developed~~independent, aobjective ~~strategy,~~evidence ~~which~~surrounding itthe ~~believes~~inputs ~~will~~used ~~accomplish~~to ~~this~~measure ~~objective~~fair ~~through~~value. ~~Director’s~~A ~~advances,~~financial ~~additional~~instrument's ~~equity~~categorization ~~funding,~~within ~~and~~the ~~long~~fair ~~term~~value ~~financing,~~hierarchy ~~which~~is ~~will~~based ~~enable~~upon the ~~Company~~lowest tolevel ~~operate~~of ~~for~~input that is significant to the ~~coming~~fair ~~year~~value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

7.Level ~~SUBSEQUENT EVENTS~~1

~~The~~Level ~~Company~~1 ~~has~~applies ~~evaluated~~to ~~subsequent~~assets ~~events~~or ~~through~~liabilities ~~August~~for ~~15,~~which ~~2013,~~there ~~which~~are isquoted ~~the~~prices ~~date~~in ~~the~~active ~~financial~~markets ~~statements~~for ~~were~~identical ~~issued~~assets or liabilities.

F-~~46-~~6

~~PART~~BOSCH IIINTERNATIONAL LLC

~~INFORMATION~~Notes ~~NOT~~to ~~REQUIRED~~the INFinancial ~~PROSPECTUS~~Statements

~~ITEM 13~~2. ~~OTHER~~Summary ~~EXPENSES~~of OFSignificant ~~ISSUANCE~~Accounting ~~AND~~Policies ~~DISTRIBUTION~~(continued)

~~The~~d) ~~following~~Financial ~~table~~Instruments sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses will be borne by the Selling Security Holder. All of the amounts shown are estimates, except for the SEC registration fee.(continued)

SEC registration fee	$ 6.82
Accounting fees and expenses (*)	5,500.00
Form S-1 preparation(*)	10,000.00
Legal fees and expenses (*)	1,500.00
Miscellaneous fees, including printing and Edgar filing service fees (*)	2,300.00
Total	$ 19,306.82

Level 2

*EstimateLevel 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.

~~ITEM~~Level ~~14. INDEMNIFICATION OF DIRECTORS AND OFFICERS~~3

~~Nevada~~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.

~~Section~~The ~~78.138~~Company's offinancial ~~the~~instruments ~~Nevada~~consist ~~Revised~~principally ~~Statutes (“NRS”) provides that neither a director nor an officer~~ of acash, ~~Nevada~~amounts ~~corporation~~due ~~can be held personally liable~~ to ~~the~~related ~~corporation~~parties, ~~its~~and ~~stockholders~~notes orpayable. ~~its~~Pursuant ~~creditors~~to ~~unless~~ASC 820, the ~~director~~fair orvalue ~~officer committed both a breach~~ of ~~fiduciary~~our ~~duty~~cash ~~and~~is ~~such~~determined ~~breach~~based ~~was~~on ~~accompanied~~"Level by1" ~~intentional misconduct~~inputs, ~~fraud,~~which orconsist ~~knowing violation~~ of ~~law.~~quoted ~~Nevada~~prices ~~does~~in ~~not~~active ~~exclude~~markets ~~breaches~~for ofidentical ~~the duty of loyalty or instances where the director has received an improper personal benefit~~assets. ~~The~~We ~~Company’s~~believe ~~proposed Nevada Articles and Bylaws state~~ that the ~~personal~~recorded ~~liability~~values of all of ~~the~~our ~~directors~~other ~~and~~financial ~~officers~~instruments ofapproximate ~~the~~their ~~corporation~~current isfair ~~hereby~~values ~~eliminated~~because toof ~~the~~their ~~fullest~~nature ~~extent~~and ~~allowed~~respective asmaturity ~~provided~~dates byor ~~the NRS~~durations.

A Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding, if he is not liable under NRS 78.138 (see abovee), ~~acted~~Comprehensive in “good faith” and in a manner he reasonably believed to be in and not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, with respect to actions by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. A director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the Nevada corporate statutes’ indemnification provisions must be indemnified by the corporation for reasonable expenses incurred in connection therewith, including attorneys’ fees.Income

~~-47-~~ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

The Company’s proposed Nevada Articles provide that the corporation shall, to the maximum extent and in the manner permitted by the NRS, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expensesf) ~~imposed~~Stock-based upon or reasonably incurred by him or her in connection with any action, suit or other proceeding in which he or she may be involved or with which he or she may be threatened, or other matters referred to in or covered by said provisions both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. The Company’s proposed Nevada Bylaws do not modify Nevada law in this respect.Compensation

~~ITEM~~The 15Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation using the fair value method. ~~RECENT~~All ~~SALES~~transactions OFin ~~UNREGISTERED~~which ~~SECURITIES~~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 following table provides the sales of unregistered securities for the past three (3~~g) ~~years:~~Income Taxes

OnThe ~~September~~Company 4is a disregarded entity for federal income tax purposes, ~~2012~~and therefore has no federal income tax expense. However, the Company ~~sold~~is ~~75,000,000~~subject ~~shares~~to income taxes in some of ~~common~~the ~~stock~~jurisdictions atin ~~one~~which ~~tenth~~it ofconducts abusiness, ~~cent~~and ~~($0.001)~~therefore reports income taxes paid to ~~its~~these ~~President~~jurisdictions. ~~for~~Management anbelieves ~~aggregate~~they ~~purchase~~have ~~price~~not oftaken ~~$75,000~~any intax ~~cash~~positions that would adversely impact the Company's financial position. Penalties and interest associated with the Company's tax positions are classified as operating expenses. There were no interest or penalties for the year ended May 31, 2015.

The registrant believes that the above sales were exempt from registration upon reliance of Section 4(2) of the Securities Act of 1933 and upon Regulation S promulgated under the Securities Act. No commissions were paid in connection with the above transactions.F-7

~~ITEM~~BOSCH ~~16.~~INTERNATIONAL ~~EXHIBITS AND FINANCIAL STATEMENTS~~LLC

Exhibit No.	Description	Location
3.1	Articles of Incorporation of Mineria Y Exploraciones Olympia, Inc.	Filed herewith
3.2	Bylaws of Mineria Y Exploraciones Olympia, Inc.	Filed herewith
5.1	Opinion of Lawler & Associates	Filed herewith
10.1	Transfer Agent and Registrar Agreement	Filed herewith
11.1	Statement re: Computation of Per Share Earnings	Filed herewith
14.1	Code of Ethics	Filed herewith
21	Subsidiary – Consorcio de Mineria Y Exploraciones Olympia, SRL.	Filed herewith
23.1	Consent of Sadler Gibb & Associates	Filed herewith
23.2	Consent of Lawler & Associates	See Exhibit 5.1
23.3	Consent of Hilario Santos Sosa, Professional Geologist	Filed herewith
99.1	Audit Committee Charter	Filed herewith

Notes to the Financial Statements

~~-48-~~2. Summary of Significant Accounting Policies (continued)

~~ITEM~~h) ~~17.~~Revenue ~~UNDERTAKINGS~~Recognition

The ~~undersigned~~Company ~~registrant~~recognizes ~~hereby~~and ~~undertakes~~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.

(ai) ~~Rule 415 Offering:~~Inventory

~~(1) File,~~Inventory ~~during~~is ~~any~~comprised ~~period~~of inlight ~~which~~sheets ~~offers~~and is recorded at the lower of cost or ~~sales~~net ~~are~~realizable ~~being~~value ~~made,~~on a ~~post~~first-~~effective~~in ~~amendment~~first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to ~~this~~the ~~registration~~difference ~~statement:~~between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

(ij) ~~Include~~ ~~any prospectus required by Section 10(a)(3) of the Securities Act of 1933;~~Concentrations

~~(ii) Reflect~~In inNovember 2015, the ~~prospectus~~Company ~~any~~entered ~~facts~~into ortwo ~~events~~distribution ~~which,~~license ~~individually~~rights oragreements ~~together,~~with ~~represent~~an aentity ~~fundamental change~~ in ~~the~~which ~~information in~~ the ~~registration~~managing ~~statement.~~member ~~Notwithstanding~~owns ~~the~~a ~~foregoing~~minority interest, ~~any~~where ~~increase~~the orCompany ~~decrease~~obtained inexclusive ~~volume~~and ofnon-exclusive ~~securities~~license ~~offered~~rights ~~(if~~related to the ~~total~~distribution ~~dollar value~~ of ~~securities~~light ~~offered~~sheets ~~would~~in ~~not~~Canada ~~exceed that which was registered)~~ and ~~any deviation from~~ the ~~low~~United orStates. ~~high~~The ~~end~~license ofprovides the ~~estimated~~Company's ~~maximum~~sole ~~offering~~supplier ~~range may be reflected in the form~~ of ~~prospectus~~light ~~filed~~sheets ~~with the Commission pursuant~~ to ~~Rule~~be ~~424(b)~~distributed ~~if,~~ in the ~~aggregate,~~United ~~the~~States ~~changes~~for inmovie ~~volume~~theatres and ~~price~~cinema ~~represent~~companies, noas ~~more~~well ~~than~~as aselect 20companies ~~percent change~~ in the ~~maximum~~automotive ~~aggregate~~industry. ~~offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and~~

~~(iii~~k) ~~Include~~ ~~any~~Recent ~~additional~~Accounting ~~or changed material information with respect to the plan of distribution.~~Pronouncements

~~(2) For~~The ~~purposes~~Company ofhas ~~determining~~implemented ~~any~~all ~~liability~~new ~~under~~accounting ~~the~~pronouncements ~~Securities~~that ~~Act~~are ofin ~~1933,~~effect. ~~the~~These ~~information~~pronouncements ~~omitted~~did ~~from~~not ~~the~~have ~~form~~any ofmaterial ~~Prospectus~~impact ~~filed~~on asthe ~~part~~financial ofstatements ~~this~~unless ~~registration~~otherwise ~~statement~~disclosed, ~~in reliance upon Rule 430A~~ and ~~contained~~the inCompany adoes ~~form~~not ofbelieve ~~prospectus~~that ~~filed~~there byare ~~the~~any ~~registrant~~other ~~pursuant~~new toaccounting ~~Rule~~pronouncements ~~424(b)(1)~~that orhave ~~(4)~~been orissued ~~497(h)~~that ~~under~~might ~~the~~have ~~Securities~~a ~~Act~~material ~~shall~~impact beon ~~deemed~~its tofinancial beposition ~~part~~or ofresults ~~this registration statement as~~ of ~~the time it was declared effective~~operations.

(3~~) For~~. ~~the~~Prepaid ~~purpose~~Expenses of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and ~~the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.~~Deposits

~~(4) File~~As aat ~~post-effective~~May ~~amendment~~31, to2015, ~~remove~~the ~~from~~Company ~~registration~~prepaid ~~any~~$65,005 offor the ~~securities~~purchase ~~that~~of ~~remain~~light ~~unsold~~sheets atfor ~~the~~future ~~end of the offering~~sales.

(5) For determining liability of the undersigned small business issuer under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:F-8

~~(i) Any~~BOSCH ~~preliminary~~INTERNATIONAL ~~prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;~~LLC

~~(ii) Any~~Notes ~~free writing prospectus relating~~ to the ~~offering~~Financial ~~prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;~~Statements

~~-49-~~4. Loan Payable

~~(iii) The~~On ~~portion~~May of26, ~~any~~2015, ~~other~~the ~~free~~Company ~~writing~~entered ~~prospectus~~into ~~relating~~an toagreement whereby it sold future receivables in exchange for $250,000. Per the ~~offering~~terms ~~containing~~of ~~material~~the ~~information~~agreement, ~~about~~the Company would repay the ~~undersigned~~$250,000 ~~small~~plus ~~business~~10% ~~issuer~~of orthe ~~its~~principal ~~securities~~balance, ~~provided~~for bya ortotal onrepayment ~~behalf~~of $275,000. As of May 31, 2015, the ~~undersigned~~Company ~~small~~had ~~business~~received ~~issuer;~~$75,000 ~~and~~pursuant to this agreement.

~~(iv) Any~~5. ~~other~~Member ~~communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.~~Interests

~~(b) Request~~On ~~for~~May ~~Acceleration of Effective Date. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors~~8, ~~officers and controlling persons of the registrant pursuant to the foregoing provisions~~2015, ~~or otherwise,~~ the ~~registrant~~Company ~~has~~issued ~~been~~100 ~~advised~~member ~~that~~interests into the ~~opinion~~managing member of the ~~Securities~~Company ~~and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim~~ for ~~indemnification~~proceeds ~~against such liabilities (other than the payment by the registrant~~ of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue$40.

~~(c) Reliance on Rule 430C~~6. ~~Each~~Related ~~prospectus~~Party filed pursuant to Rule 424(b) of the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.Transactions

As at May 31, 2015, the Company owes $30,000 to the President and Director of the Company for loans made to the Company. The amount owing is unsecured, non-~~50-~~interest bearing, and due on demand. Also, as disclosed above, the Company entered into two distribution license rights agreements with an entity in which the managing member owns a minority interest.

~~SIGNATURES~~7. Subsequent Events

~~Pursuant~~a) toOn June 10, 2015, the ~~requirements~~Company received $175,000 as part of the ~~Securities~~loan ~~Act~~payable as noted in Note 4. b) On October 20, 2015, the Company entered into a share exchange agreement with XLI Technologies Inc. (formerly Mineria y Exploraciones Olympia, Inc.) ("XLI"), a publicly-traded company incorporated in the State of ~~1933~~Nevada. In accordance with the agreement, asXLI ~~amended~~acquired 100% of the members' equity of the Company in exchange for 25,000,000 restricted common shares of XLI. c) On September 8, 2015, the ~~Registrant~~Company ~~has~~entered ~~duly~~into ~~caused~~an ~~this~~investment ~~Registration~~acquisition ~~Statement~~agreement with a third party whereby the Company agreed to beissue ~~signed~~1% onof its ~~behalf~~total byMember ~~the~~Interests ~~undersigned~~outstanding for $50,000. ~~thereunto~~This ~~duly~~agreement ~~authorized~~also inspecified ~~the~~that ~~City~~this ~~Santo~~third ~~Domingo~~party would get a return of 10% of its equity position, onto be paid quarterly (at the ~~15th~~end ~~day~~of each calendar quarter) from future gross revenues of ~~August~~the Company. The Company is currently in negotiations with this third party to restructure this agreement. As of January 20, ~~2013~~2016, no amounts have been paid to this third party pursuant to this agreement.

~~Mineria Y Exploraciones Olympia, Inc.~~F-9

~~By: /s/Francisco~~INDEX ~~Antonio~~TO ~~Jerez~~FINANCIAL ~~Garcia~~STATEMENTS

~~Francisco~~XLI ~~Antonio~~TECHNOLOGIES, ~~Jerez Garcia~~INC.

~~Chief~~TABLE ~~Executive~~OF ~~Officer, Chief Accounting Officer, Chief Financial Officer, Secretary and Director~~CONTENTS

~~Power~~FOR ofTHE ~~Attorney~~QUARTER ENDED NOVEMBER 30, 2015

~~The~~XLI ~~undersigned constitute and appoint Mr. Francisco Antonio Jerez Garcia~~TECHNOLOGIES, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Form S-1 registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the UINC.S. Securities and Exchange Commission, granting such attorney-in-fact the full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

~~Pursuant~~(formerly toMineria ~~the~~Y ~~requirements~~Exploraciones ~~of the Securities Act of 1933~~Olympia, ~~as amended, this registration statement on Form S-1 has been signed by the following person in the capacities and on the date indicated~~Inc.)

SIGNATURE	TITLE	DATE
/s/ Francisco Antonio Jerez Garcia Francisco Antonio Jerez Garcia	Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officers, Secretary and Director	August 15, 2013

Condensed Consolidated Financial Statements

~~-51-~~November 30, 2015

Index

Condensed Consolidated Balance Sheets as of November 30, 2015 (unaudited) and May 31, 2015

F-11

Condensed Consolidated Statements of Operations (unaudited)

F-12

Condensed Consolidated Statements of Cash Flows (unaudited)

F-13

Notes to the Condensed Consolidated Financial Statements (unaudited)

F-14

F-10

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Balance Sheets

November 30,
2015

May 31,
2015

(unaudited)

ASSETS

Current Assets

Cash

8,375

40,023

Deposits

-

65,005

Inventory

167,323

-

Total Assets

175,698

105,028

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable and accrued liabilities

42,896

–

Due to related party

--

30,000

Loans payable

326,152

75,000

Total Liabilities

369,048

105,000

COMMITMENTS AND CONTINENCIES

-

-

Shareholders' Equity (Deficit)

Common shares; 700,000,000 shares authorized; par value $.001; 100,000,000 shares and
75,000,000 shares issued and outstanding at November 30, 2015 and May 31, 2015, respectively

100,000

75,000

Additional paid-in capital

(115,658 )

(74,960 )
Subscription payable

50,000

-

Accumulated deficit

(227,692 )

(12 )
Total Shareholders' Equity (Deficit)

(193,350 )

28

Total Liabilities and Shareholders' Equity (Deficit)

175,698

105,028

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

F-11

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Statements of Operations

(unaudited)

For the three months ended November 30,
2015

For the six
months ended November 30,
2015

$

$

Revenue

10,000

10,000

Cost of goods sold

(3,010 )

(3,010 )

Gross profit

6,990

6,990

Operating Expenses

General and administrative

115,835

209,418

Total Operating Expenses

115,835

209,418

Net loss from operations

(108,845 )

(202,428 )

Other expenses

Interest expense

(5,252 )

(25,252 )

Net loss

(114,097 )

(227,680 )

Net loss per share, basic and diluted

(0.00 )

(0.00 )

Weighted average number of shares outstanding

58,791,209

41,803,279

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

F-12

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Condensed Consolidated Statements of Cash Flows

(unaudited)

For the six months ended November 30,
2015

$

Operating Activities

Net loss

(227,680 )

Changes in operating assets and liabilities:

Deposits

65,005

Inventory

(167,323 )
Accounts payable and accrued liabilities

27,198

Net cash used in operating activities

(302,800 )

Financing Activities

Proceeds from issuance of loans payable

301,152

Payments to related parties

(30,000 )

Net cash provided by financing activities

271,152

Increase (decrease) in cash

(31,648 )

Cash, beginning of period

40,023

Cash, end of period

8,375

Supplemental disclosures:

Interest paid

–

Income taxes paid

–

Noncash Investing and financing activities

Net liabilities assumed in share exchange agreement

15,698

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

F-13

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

XLI Technologies, Inc. (formerly Mineria Y Exploraciones Olympia, Inc.) (the "Company") was incorporated under the laws of the State of Nevada on August 22, 2012 for the purpose of acquiring and developing mineral properties. On October 20, 2015, the Company entered into a share exchange agreement with Bosch International, LLC ("Bosch LLC"), a company incorporated in the State of Nevada on May 7, 2015 for the purpose of the purchase and sale of light sheets which are used in the film and production industry. As part of the share exchange agreement, the Company acquired 100% of the members' interest of Bosch LLC in exchange for 25,000,000 restricted common shares of the Company. As part of the acquisition, the members of Bosch acquired 50,000,000 common shares of the Company in a private transaction with the former CEO and Director of the Company, and one of the members of Bosch became the sole officer and director of the Company. As a result, the members of Bosch LLC held 75,000,000 common shares of the 100,000,000 common shares of the Company, and the acquisition was treated as a reverse merger where by Bosch LLC is considered the accounting acquirer.

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 November 30, 2015, the Company has recorded minimal revenues of $10,000, has a working capital deficit of $193,350, and an accumulated deficit of $227,692. 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

Basis of Presentation

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.

b)
Use of Estimates

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 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.

F-14

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

Interim Condensed Financial Statements

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.

d)
Cash and Cash Equivalents

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

e)
Financial Instruments

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, and loans payable. 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.

f)
Comprehensive Income

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30 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.

F-15

XLI TECHNOLOGIES, INC.
(formerly Mineria Y Exploraciones Olympia, Inc.)
Notes to the Condensed Consolidated Financial Statements
(unaudited)

2.
Summary of Significant Accounting Policies (continued)

g)
Revenue Recognition

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.

h)
Inventory

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.

i)
Concentrations

In November 2015, the Company entered into two distribution license rights agreements with an entity in which the managing member owns a minority interest, where 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, as well as select companies in the automotive industry.

j)
Stock-based Compensation

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.

k)
Recent 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.

3.
Inventory

As at November 30, 2015, the Company had acquired inventory with a cost of $167,323 (May 31, 2015 - $0). This inventory is classified as finished goods as it is ready to sell to third parties.

4.
Loan Payable

a)
On May 26, 2015, the Company entered into an agreement whereby it sold future receivables in exchange for $250,000. Per the terms of the agreement, the Company would repay the $250,000 plus 10% of the principal balance, for a total repayment of $275,000. The amounts are to be repaid from future sales. As of November 30, 2015, the Company had received $250,000 (May 31, 2015 - $75,000) pursuant to this agreement.
b)
As of November 30, 2015, the Company owed $126,152 (May 31, 2015 - $nil) to a non-related company for loans. The amounts owing are unsecured, bear interest at 10% per annum, and are due on demand. At November 30, 2015, accrued interest of $5,252 (May 31, 2015 - $nil) is owing on the loans payable.

F-16

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated Financial Statements

(unaudited)

5.	Stockholders' Equity

Subscription payable

Prior to the October 21, 2015 share exchange agreement, the Company received $50,000 for 1% of the Member interests of Bosch International LLC. As of January 20, 2016, no interests, or common shares, have been issued related to this investment agreement.

Common Stock

Issued and outstanding: 100,000,000 common shares

a)
On May 8, 2015, the Company issued 100 member interests to the President and Director of the Company for proceeds of $40. On October 21, 2015, the Company completed a share exchange agreement whereby the 100 member interests of Bosch International LLC were converted into common shares of the Company at a rate of 250,000 common shares per member interest, resulting in the issuance of 25,000,000 common shares.
b)
On December 22, 2015, the Company's board of directors resolved to increase in the Company's authorized common shares to 700,000,000, from 550,000,000.

Preferred Stock

On December 22, 2015, the Company's board of directors resolved to authorize 100,000,000 shares of preferred stock, with a par value of $.001.

6.	Related Party Transactions

a)
During the period ended November 30, 2015, the Company paid back a $30,000 loan to its CEO.
b)
During the three months ended November 30, 2015, the CEO paid accounts payable on behalf of the Company, in the amount of $15,910 (2015 - $nil). Amounts owed to the CEO are unsecured, non-interest bearing, and due on demand.

7.
Subsequent Events

a)
On December 1, 2015, the Company issued 5,500,000 common shares to a non-related party with respect to a sponsorship agreement.
b)
On December 3, 2015, the Company entered into a convertible promissory note agreement with a non-related party for proceeds of $250,000. Under the terms of the convertible promissory note, the amount owing is unsecured, bears interest at 12% per annum, and is due on September 3, 2016. The note is convertible into common shares of the Company at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty trading days to the date of conversion; or (ii) a 40% discount to the lowest trading price during the previous twenty trading days before the date that the convertible promissory note was executed. As part of the convertible promissory note, the Company paid a finder's fee of $25,000.
c)
On December 28, 2015, the Company entered into a loan agreement with a non-related party for proceeds of $10,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on demand.

F-17

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us.

Securities and Exchange Commission Registration Fee	$	356.53
Audit Fees and Expenses	$	15,000.00
Legal Fees and Expenses	$	35,000.00
Transfer Agent and Registration Fees and Expenses	$	500.00
Miscellaneous Expenses	$	1,000.00
Total	$	51,856.53

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

NRS Section 78.7502, provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the three year period prior to the filing of this Registration Statement, the Company has issued the following securities in various transactions exempt from registration:

On May 8, 2015, our wholly-owned subsidiary Bosch International, LLC ("Bosch") issued 100 membership interests to James Schramm for proceeds of $40.

On October 20, 2015, the Company entered into a share exchange agreement with Bosch, pursuant to which the Company acquired 100% of the issued and outstanding membership interests of Bosch and issued Bosch's sole member Mr. Schramm an aggregate of 25,000,000 shares of common stock.

On December 1, 2015, the Company issued 5,500,000 shares of common stock to a non-related party pursuant to a sponsorship agreement.

On December 3, 2015, the Company issued a $250,000 convertible note to a non-related party. The note bears interest at a rate of 12% per annum and will mature on September 3, 2016.

On January 14, 2016, as amended March 1, 9, and 15, we entered into a purchase agreement with a non-related party for the sale of seven convertible original issue discount notes in the aggregate principal amount of $1,837,500 for an aggregate purchase price of $1,750,000 (the "Notes"). The purchases will occur in seven tranches, with the first tranche of $250,000 ($262,500 principal amount) invested on January 14, 2016, the second tranche of $25,000 ($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) invested on March 15, 2016, the fourth tranche of $35,000 ($36,750 principal amount) to be invested three business days following the filing of the registration statement of which this prospectus forms a part (the "Registration Statement"), the fifth tranche of $100,000 ($105,500 principal amount) to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000 ($682,500 principal amount) to be invested three business days after the Registration Statement is declared effective and the seventh tranche of $650,000 ($682,500 principal amount) to be invested five business days after the Registration Statement is declared effective. Each Note may be converted in whole or in part at the holder's discretion at any time 90 days after the date of issuance and bears interest the rate of 8% per annum with the interest due and payable at each conversion date and maturity date. The conversion price of each Note is equal to 60% of the lower of (i) the lowest traded price of our common stock during the 20 trading days preceding the applicable conversion date or (ii) the lowest traded price of our common stock during the 20 trading days preceding the date of issuance of such Note. We have agreed to reserve for issuance 300% of the common stock issuable under the Notes and register for resale all of the shares of common stock issuable upon conversion of the Notes. Conversions of the Notes shall not be permitted if such conversion will result in the holder owning more than 4.99% of our common shares outstanding after giving effect to such conversion.

On March 9, 2016, we issued Bosch Technologies LLC 4,700,000 shares of Series B Preferred Stock as partial consideration for marketing, distribution and resale rights to its nanotechnology printed LightSheets, solar panels and batteries. The Shares of Series B Preferred Stock have a liquidation preference of $10.00 per share and holders have the right to receive liquidation payments upon a change of control. The Company may at any time redeem all of the outstanding shares of Series B Preferred Stock for a cash payment of $10.00 per share. The Company is prohibited from effecting a conversion of the Series B Preferred Stock to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the preferred shares. The holders of preferred shares do not have voting rights except as required by law. Each share of Series B Preferred Stock is convertible, at the option of the holder, at any time after six months from the date of issuance into common stock at a conversion price equal to the volume weighted average price per share for the ten trading days prior to the date of the written notice of conversion. The aggregate conversion amount of the preferred shares when converted into shares of common stock shall be equal to or greater than $47,000,000 and upon the final conversion, if the aggregate conversion amount is less than $47,000,000, the holders shall be entitled to receive from the Company on a pro rata basis shares of common stock in an amount necessary so that the aggregate conversion amount is then equal to $47,000,000. The aggregate conversion amount is determined by multiplying the converted amount of preferred shares by the conversion price of each tranche converted. The conversion price is subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events.

The securities referenced above were issued in reliance upon one of the following exemptions:

(a) The securities were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, ("Securities Act"), based upon the following: (a) each of the persons to whom the securities were issued (each such person, an "Investor") confirmed to the Company that it or he is a sophisticated investor and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

(b) The securities were issued pursuant to and in accordance with Regulation D Rule 506 and Section 4(2) of the Securities Act. We made this determination in part based on the representations of investors, which included, in pertinent part, that such Investors were an "accredited investor" as defined in Rule 501(a) under the Securities Act, and upon such further representations from the investors that (a) the investor is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the Investor agrees not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws or an exemption or exemptions from such registration are available, (c) the investor either alone or together with its representatives has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, and (d) the investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Our determination is made based further upon our action of (a) making written disclosure to each investor prior to the closing of the sale that the securities have not been registered under the Securities Act and therefore cannot be resold unless they are registered or unless an exemption from registration is available, (b) making written descriptions of the securities being offered, the use of the proceeds from the offering and any material changes in the Company's affairs that are not disclosed in the documents furnished, and (c) placement of a legend on the certificate that evidences the securities stating that the securities have not been registered under the Securities Act and setting forth the restrictions on transferability and sale of the securities, and upon such inaction of the Company of any general solicitation or advertising for securities herein issued in reliance upon Regulation D Rule 506 and Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS.

(d) Exhibits.

The following exhibits are filed as part of this Registration Statement.

2.01	Share Exchange Agreement by and among the Company, Bosch International, LLC and the members of Bosch International, LLC dated October 20, 2015	Filed with the SEC on August 16, 2013 as an exhibit to our Registration Statement on Form S-1.

2.02	Agreement and Plan of Merger by and between the Company and its wholly owned subsidiary XLI Technologies, Inc. dated October 22, 2015	Filed with the SEC on October 23, 2015 as an exhibit to our Current Report on Form 8-K.

3.01a	Articles of Incorporation	Filed with the SEC on August 16, 2013 as an exhibit to our Registration Statement on Form S-1.

3.01b	Articles of Merger	Filed with the SEC on October 23, 2015 as an exhibit to our Current Report on Form 8-K.

3.01c	Articles of Incorporation, Amendment	Filed with the SEC on February 1, 2016 as an exhibit to our Current Report on Form 8-K.

3.02	Bylaws	Filed with the SEC on August 16, 2013 as an exhibit to our Registration Statement on Form S-1.

3.01	Certificate of Designation Series A Preferred Stock	Filed with the SEC on February 1, 2016 as an exhibit to our Current Report on Form 8-K.

5.01	Consent of Sichenzia Ross Friedman Ference LLP*

10.01	Strategic Alliance Agreement by and among the Company, Bosch International, LLC and Bosch Technologies, LLC	Filed with the SEC on December 1, 2015 as an exhibit to our Current Report on Form 8-K.

10.02	Strategic Alliance Agreement by and among the Company, Bosch International, LLC and Bosch Technologies, LLC	Filed with the SEC on December 2, 2015 as an exhibit to our Current Report on Form 8-K.

10.03	Sponsorship Agreement by and between Bosch International, LLC and RMF Empire Inc.	Filed with the SEC on December 11, 2015 as an exhibit to our current report on Form 8-K.

10.04	Convertible Promissory Note issued to JSJ Investments Inc.	Filed with the SEC on December 11, 2015 as an exhibit to our Current Report on Form 8-K.

10.05	Securities Purchase Agreement by and between the Company and RDW Capital, LLC	Filed with the SEC on February 1, 2016 as an exhibit to our Current Report on Form 8-K.

10.06	Registration Rights Agreement by and between the Company and RDW Capital, LLC	Filed with the SEC on February 1, 2016 as an exhibit to our Current Report on Form 8-K.

10.07	Convertible Promissory Note issued to RDW Capital, LLC	Filed with the SEC on February 1, 2016 as an exhibit to our Current Report on Form 8-K.

10.08	Distribution/Marketing Agreement by and between the Company and Bosch Technologies, LLC	Filed with the SEC on March 9, 2016 as an exhibit to our Current Report on Form 8-K.

10.09	Amendment No. 1 to Securities Purchase Agreement by and between the Company and RDW Capital, LLC	Filed with the SEC on March 28, 2016 as an exhibit to our Current Report on Form 8-K.

10.10	Amendment No. 2 to Securities Purchase Agreement by and between the Company and RDW Capital, LLC	Filed with the SEC on March 28, 2016 as an exhibit to our Current Report on Form 8-K.

10.11	Amendment No. 3 to Securities Purchase Agreement by and between the Company and RDW Capital, LLC	Filed with the SEC on March 28, 2016 as an exhibit to our Current Report on Form 8-K.

10.12	Amendment to 8% Convertible Promissory Notes	Filed with the SEC on March 28, 2016 as an exhibit to our Current Report on Form 8-K.

21.01	List of Subsidiaries**

23.01	Consent of Sadler Gibb & Associates LLC**

23.02	Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.01)*

* To be filed by amendement

** Filed herewith

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes to:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, that:

	A.	Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

	B.	Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	4.	If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

	5.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B:

Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	ii.	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	iii.	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	iv.	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 1st day of April, 2016.

	XLI TECHNOLOGIES, INC.

	By:	/s/ James Schramm
	Name:	James Schramm
	Title:	Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities and on the dates stated.

Signature		Title	Date

By:	/s/ James Schramm	Chief Executive Officer, President, Chief Financial Officer,	April 1, 2016
		Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Accounting Officer)

Page
		Index
Report of Independent Registered Public Accounting Firm	38		F-2
Consolidated Balance Sheet………………………………………………………………………..	39
Balance Sheet			F-3
Consolidated Statements of Operations………………………………………………....................	40
Statement of Operations and Changes in Member's Equity			F-4
Consolidated Statement of Stockholder’s Equity………………………………………………….	41
Statement of Cash Flows			F-5
Consolidated Statement of Cash Flows……………………………………………………………	42
Notes to the Financial Statements			F-6
Notes to Consolidated Financial Statements………………………………………………………	43

	May 31, 2015 $

ASSETS

Current Assets
Cash		40,023
Deposits		65,005

Total Assets		105,028

LIABILITIES AND MEMBER'S EQUITY

Current Liabilities
Due to related party		30,000
Loan payable		75,000

Total Liabilities		105,000

COMMITMENTS AND CONTINGENCIES		-

Member's Equity
Member Interests		40
Accumulated deficit		(12	)

Total Member's Equity		28

Total Liabilities and Member's Equity		105,028

	For the period from May 7, 2015 (date of inception) to May 31, 2015 $

Revenue		-

Operating Expenses

General and administrative		12

Total Operating Expenses		12

Net loss for the period		(12	)

Member's equity, beginning of period		-

Contributions during the period		40

Member's equity, end of period		28

	From August 22, 2012 (date of inception) to May 31, 2013
REVENUES	$ -
EXPENSES
Exploration	26,528
Impairment on mineral claim acquisition	13,000
General and administrative expenses	9,306
NET LOSS FROM OPERATIONS	$ (48,834)
NET LOSS PER COMMON SHARE
Basic and diluted	$ (0.00)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted	71,554,770

	For the period from May 7, 2015 (date of inception) to May 31, 2015 $

Operating Activities
Net loss		(12	)

Adjustments to reconcile net loss for non-cash items relating to operating activities:

Changes in operating assets and liabilities:
Deposits		(65,005	)

Net cash used in operating activities		(65,017	)

Financing Activities
Proceeds from issuance of member interests		40
Proceeds from related parties		30,000
Proceeds from loan payable		75,000

Net cash provided by financing activities		105,040

Increase in cash		40,023

Cash, beginning of period		-

Cash, end of period		40,023

Supplemental disclosures:
Interest paid		-
Income taxes paid		-

		Index

Condensed Consolidated Balance Sheets as of November 30, 2015 (unaudited) and May 31, 2015		F-11

Condensed Consolidated Statements of Operations (unaudited)		F-12

Condensed Consolidated Statements of Cash Flows (unaudited)		F-13

Notes to the Condensed Consolidated Financial Statements (unaudited)		F-14

	November 30, 2015			May 31, 2015
	(unaudited)
ASSETS

Current Assets
Cash		8,375			40,023
Deposits		-			65,005
Inventory		167,323			-
Total Assets		175,698			105,028

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities		42,896			–
Due to related party		--			30,000
Loans payable		326,152			75,000
Total Liabilities		369,048			105,000

COMMITMENTS AND CONTINENCIES		-			-

Shareholders' Equity (Deficit)
Common shares; 700,000,000 shares authorized; par value $.001; 100,000,000 shares and 75,000,000 shares issued and outstanding at November 30, 2015 and May 31, 2015, respectively		100,000			75,000
Additional paid-in capital		(115,658	)		(74,960	)
Subscription payable		50,000			-
Accumulated deficit		(227,692	)		(12	)
Total Shareholders' Equity (Deficit)		(193,350	)		28

Total Liabilities and Shareholders' Equity (Deficit)		175,698			105,028

	For the three months ended November 30, 2015			For the six months ended November 30, 2015
	$			$

Revenue		10,000			10,000
Cost of goods sold		(3,010	)		(3,010	)

Gross profit		6,990			6,990

Operating Expenses
General and administrative		115,835			209,418
Total Operating Expenses		115,835			209,418

Net loss from operations		(108,845	)		(202,428	)

Other expenses
Interest expense		(5,252	)		(25,252	)

Net loss		(114,097	)		(227,680	)

Net loss per share, basic and diluted		(0.00	)		(0.00	)

Weighted average number of shares outstanding		58,791,209			41,803,279

	a)	On May 26, 2015, the Company entered into an agreement whereby it sold future receivables in exchange for $250,000. Per the terms of the agreement, the Company would repay the $250,000 plus 10% of the principal balance, for a total repayment of $275,000. The amounts are to be repaid from future sales. As of November 30, 2015, the Company had received $250,000 (May 31, 2015 - $75,000) pursuant to this agreement.

	b)	As of November 30, 2015, the Company owed $126,152 (May 31, 2015 - $nil) to a non-related company for loans. The amounts owing are unsecured, bear interest at 10% per annum, and are due on demand. At November 30, 2015, accrued interest of $5,252 (May 31, 2015 - $nil) is owing on the loans payable.

	a)	On May 8, 2015, the Company issued 100 member interests to the President and Director of the Company for proceeds of $40. On October 21, 2015, the Company completed a share exchange agreement whereby the 100 member interests of Bosch International LLC were converted into common shares of the Company at a rate of 250,000 common shares per member interest, resulting in the issuance of 25,000,000 common shares.

	b)	On December 22, 2015, the Company's board of directors resolved to increase in the Company's authorized common shares to 700,000,000, from 550,000,000.

	a)	During the period ended November 30, 2015, the Company paid back a $30,000 loan to its CEO.

	b)	During the three months ended November 30, 2015, the CEO paid accounts payable on behalf of the Company, in the amount of $15,910 (2015 - $nil). Amounts owed to the CEO are unsecured, non-interest bearing, and due on demand.

	a)	On December 1, 2015, the Company issued 5,500,000 common shares to a non-related party with respect to a sponsorship agreement.

	b)	On December 3, 2015, the Company entered into a convertible promissory note agreement with a non-related party for proceeds of $250,000. Under the terms of the convertible promissory note, the amount owing is unsecured, bears interest at 12% per annum, and is due on September 3, 2016. The note is convertible into common shares of the Company at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty trading days to the date of conversion; or (ii) a 40% discount to the lowest trading price during the previous twenty trading days before the date that the convertible promissory note was executed. As part of the convertible promissory note, the Company paid a finder's fee of $25,000.

	c)	On December 28, 2015, the Company entered into a loan agreement with a non-related party for proceeds of $10,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on demand.

Filing Compare · XLI Technologies, Inc.