UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~ 30February 29, ~~2015~~2016

~~¨TRANSITION~~Commission ~~REPORT~~File ~~UNDER~~Number: ~~SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934~~ 000-55118

~~For~~XLI ~~the~~Technologies, ~~transition~~Inc. ~~period~~(Exact ~~from:~~Name ~~_______________~~of Registrant as Specified in its Charter)

Commission File Number 333-190652

Nevada		30-0785773
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6795 Edmond St., 3^rd Floor, Las Vegas, NV 89118		89118
(Address of Principal Executive Offices)		(Zip Code)

~~XLI~~Registrant's ~~TECHNOLOGIES~~telephone number, ~~INC.~~including ~~(Exact~~area ~~name~~code: ~~of registrant as specified in its charter~~(424) 653-0120

Nevada		30-0785773
(State of incorporation)		(I.R.S. Employer Identification No.)

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

~~6795~~Indicate ~~Edmond~~by ~~St.~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~3rd~~if ~~Floor~~any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

~~Las~~Indicate ~~Vegas~~by check mark whether the registrant is a large accelerated filer, NVaccelerated ~~89118~~filer, non-accelerated filer or smaller reporting company. See definition of "large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x (~~Address~~Do ofnot ~~principal~~check ~~executive~~if ~~offices~~smaller reporting company)

Indicate by check mark whether the registrant is a shell company (~~424)~~as ~~653~~defined in Rule 12b-~~0120~~2 of the Exchange Act). Yes ¨ No x

~~(Registrant's~~Number ~~telephone~~of ~~number)~~shares of common stock of the registrant: 40,500,000 outstanding as of April 18, 2016.

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

~~Indicate~~ITEM by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§2321.~~405~~ ofFINANCIAL ~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No (Not required)~~STATEMENTS

~~Indicate~~XLI ~~by check mark whether the registrant is a large accelerated filer~~TECHNOLOGIES, ~~an accelerated filer, a non-accelerated filer, or a smaller reporting company~~INC. ~~See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.~~

~~Large~~(formerly ~~Accelerated~~Mineria ~~Filer~~Y ¨Exploraciones ~~Accelerated~~Olympia, ~~Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x~~Inc.)

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

AsFebruary ~~of January 15~~29, 2016~~, there were 105,500,000 shares of the registrant's $0.001 par value common stock issued and outstanding.~~

TABLE OF CONTENTS

		Index

Condensed Consolidated Balance Sheets (unaudited)		F-2

Condensed Consolidated Statements of Operations (unaudited)		F-3

Condensed Consolidated Statements of Cash Flows (unaudited)		F-4

Notes to the Condensed Consolidated Financial Statements (unaudited)		F-5

Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 5
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
ITEM 4. CONTROLS AND PROCEDURES 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 1A. RISK FACTORS 9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4. MINE SAFETY DISCLOSURES 10
ITEM 5. OTHER INFORMATION 10
ITEM 6. EXHIBITS 11

F-1

2XLI TECHNOLOGIES, INC.(formerly Mineria Y Exploraciones Olympia, Inc.)

~~Special~~Condensed ~~Note~~Consolidated ~~Regarding~~Balance ~~Forward-Looking Statements~~Sheets

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of XLI Technologies, Inc. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

	February 29, 2016			May 31, 2015
	(unaudited)
ASSETS

Current Assets
Cash		3,490			40,023
Prepaid expenses		10,000			–
Deferred financing costs		49,524			–
Deposits		–			65,005
Inventory		215,675			–

Total Assets		278,689			105,028

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities		72,094			–
Due to related party		56,195			30,000
Loans payable		306,152			75,000
Convertible debentures, net of discount of $512,220 and $nil, respectively		280			–
Derivative liability		1,872,150			–

Total Liabilities		2,306,871			105,000

Shareholders' Equity (Deficit)
Series A Preferred Stock
Authorized: 100,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil Series A preferred shares		–			–
Series B Preferred Stock
Authorized: 4,700,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil Series B preferred shares		–			–
Common Stock
Authorized: 700,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 40,500,000 and 75,000,000 shares, respectively		40,500			75,000
Additional paid-in capital		5,883,842			(74,960	)
Subscription payable		50,000			–
Accumulated deficit		(8,002,524	)		(12	)

Total Shareholders' Equity (Deficit)		(2,028,182	)		28

Total Liabilities and Shareholders' Equity (Deficit)		278,689			105,028

*Please(The ~~note~~accompanying ~~that~~notes ~~throughout~~are ~~this~~an ~~Quarterly~~integral ~~Report,~~part ~~and~~of ~~unless~~these ~~otherwise~~condensed ~~noted,~~consolidated ~~the~~financial ~~words "we," "our," "us," the "Company," "XLIT," or XLI Technologies, Inc.~~statements)

3F-2

~~PART~~XLI ITECHNOLOGIES, ~~- FINANCIAL INFORMATION~~INC.

~~ITEM~~(formerly 1.Mineria ~~FINANCIAL~~Y ~~STATEMENTS~~Exploraciones Olympia, Inc.)

~~XLI~~Condensed ~~TECHNOLOGIES,~~Consolidated ~~INC.~~Statements of Operations

(~~formerly Mineria Y Exploraciones Olympia, Inc.~~unaudited)

Condensed Consolidated Financial Statements

	For the three months ended February 29, 2016			For the nine months ended February 29, 2016
	$			$

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

Gross Profit		–			6,990

Operating Expenses
General and administrative		6,375,477			6,584,895

Total Operating Expenses		6,375,477			6,584,895

Net Loss from Operations		(6,375,477	)		(6,577,905	)

Other Expenses
Interest expense		27,205			52,457
Loss on change in fair value of derivative liability		1,372,150			1,372,150

Total Other Expenses		1,399,355			1,424,607

Net Loss		(7,774,832	)		(8,002,512	)

Net loss per share, basic and diluted		(0.14	)		(0.17	)

Weighted average number of shares outstanding		55,500,000			46,352,190

~~November~~(The ~~30,~~accompanying ~~2015~~notes are an integral part of these condensed consolidated financial statements)

		Index
Condensed Consolidated Balance Sheets as of November 30, 2015 (unaudited) and May 31, 2015		F-1
Condensed Consolidated Statements of Operations (unaudited)		F-2
Condensed Consolidated Statements of Cash Flows (unaudited)		F-3
Notes to the Condensed Consolidated Financial Statements (unaudited)		F-4

F-3

4XLI TECHNOLOGIES, INC.

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

~~(formerly~~Condensed ~~Mineria~~Consolidated YStatements ~~Exploraciones~~of ~~Olympia,~~Cash ~~Inc.)~~Flows

~~Condensed Consolidated Balance Sheets~~(unaudited)

	November 30,2015			May 31,2015
	For the ninemonths ended February 29,2016
	(unaudited)
	$
ASSETS
Operating Activities
Current Assets
Net loss		(8,002,512	)
Cash		8,375			40,023
Adjustments to reconcile net loss to net cash used in operating activities:
Deposits		-			65,005
Accretion of debt discount		280
Inventory		167,323			-
Amortization of deferred financing costs		15,476
Total Assets		175,698			105,028
Expenses paid by related party		15,910
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Loss on change in fair value of derivative liability		1,372,150
Current Liabilities
Shares issued for services		5,940,000
Accounts payable and accrued liabilities		42,896			–
Changes in operating assets and liabilities:
Due to related party		--			30,000
Prepaid expenses		(10,000	)
Loans payable		326,152			75,000
Deposits		65,005
Total Liabilities		369,048			105,000
Inventory		(215,675	)
COMMITMENTS AND CONTINENCIES		-			-
Accounts payable and accrued liabilities		56,396
Shareholders' Equity (Deficit)
Net cash used in operating activities		(762,970	)
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
Financing Activities
Additional paid-in capital		(115,658	)		(74,960	)
Proceeds from convertible debentures, net of financing costs		435,000
Subscription payable		50,000			-
Proceeds from issuance of loans payable		251,152
Accumulated deficit		(227,692	)		(12	)
Proceeds from the issuance of subscription payable		50,000
Total Shareholders' Equity (Deficit)		(193,350	)		28
Proceeds from related parties		109,785
Total Liabilities and Shareholders' Equity (Deficit)		175,698			105,028
Repayment of loans payable		(20,000	)
Repayments to related parties		(99,500	)
Net cash provided by financing activities		726,437
Decrease in cash		(36,533	)
Cash, beginning of period		40,023
Cash, end of period		3,490
Supplemental disclosures:
Interest paid		–
Income taxes paid		–
Non-cash investing and financing activities
Debt discount due to beneficial conversion feature		512,500
Deferred financing costs		(65,000	)
Inital derivative liability		(2,245,184	)
Net liabilities assumed in share exchange agreement		15,698
Original issue discount on convertible debenture		(12,500	)

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

F-14

XLI TECHNOLOGIES, INC.

(formerly Mineria Y Exploraciones Olympia, Inc.)

Notes to the Condensed Consolidated ~~Statements~~Financial ~~of Operations~~Statements

(unaudited)

	For the three months ended November 30,2015			For the sixmonths 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

1. Nature of Operations and Continuance of Business

XLI Technologies Inc. (~~The~~formerly ~~accompanying~~Mineria ~~notes~~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 anused ~~integral~~in the film and production industry. As part of ~~these~~the ~~condensed~~share ~~consolidated~~exchange ~~financial~~agreement, ~~statements)~~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 sole member 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 he became the sole officer and director of the Company. As a result, the sole member 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.

~~F-2~~Going Concern

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

~~(formerly~~2. ~~Mineria~~Summary Yof ~~Exploraciones~~Significant ~~Olympia,~~Accounting ~~Inc.)~~Policies

~~Condensed~~ a) ~~Consolidated~~Basis ~~Statements~~ of ~~Cash~~Presentation ~~Flows~~and Consolidation

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

	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

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

~~(The~~ b) ~~accompanying~~Use ~~notes are an integral part~~ of ~~these condensed consolidated financial statements)~~Estimates

FThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of convertible debentures, stock-3based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~XLI TECHNOLOGIES, INC.~~F-5

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

~~Notes~~(formerly toMineria ~~the~~Y ~~Condensed~~Exploraciones ~~Consolidated~~Olympia, ~~Financial Statements~~Inc.)

~~(unaudited)~~Notes to the Condensed Consolidated Financial Statements

~~1. Nature of Operations and Continuance of Business~~(unaudited)

~~XLI Technologies, Inc~~2. ~~(formerly~~Summary ~~Mineria Y Exploraciones Olympia, Inc.) (the "Company") was incorporated under the laws~~ of ~~the~~Significant ~~State~~Accounting ofPolicies ~~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"~~continued), 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~~ c) ~~condensed~~Interim ~~consolidated~~Condensed ~~financial~~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. Statements

2These 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. ~~Summary~~The results of ~~Significant~~operations ~~Accounting~~for ~~Policies~~such periods are not necessarily indicative of the results expected for a full year or for any future period.

a d) ~~Basis~~Cash ofand ~~Presentation~~Cash Equivalents

~~These~~The ~~condensed~~Company ~~consolidated~~considers ~~financial~~all ~~statements~~highly ~~and~~liquid ~~related~~instruments ~~notes~~with ~~are~~maturity ~~presented~~of inthree ~~accordance~~months ~~with~~or ~~accounting~~less ~~principles~~at ~~generally accepted in~~ the ~~United~~time ~~States,~~of ~~and~~issuance ~~are~~to ~~expressed~~be incash Uequivalents.~~S. dollars. The Company's fiscal year end is May 31.~~

b e) ~~Use~~Financial ~~of Estimates~~Instruments

~~The~~Pursuant ~~preparation~~to ofASC ~~financial~~820, ~~statements~~Fair inValue ~~conformity~~Measurements ~~with~~and ~~U.S.~~Disclosures, ~~generally~~an ~~accepted~~entity ~~accounting~~is ~~principles~~required ~~requires management~~ to ~~make~~maximize ~~estimates and assumptions that affect~~ the ~~reported~~use ~~amounts~~ of ~~assets~~observable ~~and~~inputs ~~liabilities~~ and ~~disclosure~~minimize ~~of contingent assets and liabilities at~~ the ~~date~~use of ~~the~~unobservable ~~financial~~inputs ~~statements~~when ~~and~~measuring ~~the~~fair ~~reported amounts of revenues and expenses during the reporting period~~value. ~~The~~ASC ~~Company~~820 ~~regularly~~establishes ~~evaluates~~a ~~estimates~~fair ~~and~~value ~~assumptions~~hierarchy ~~related~~based toon the ~~deferred~~level ~~income~~of ~~tax asset valuation allowances. The Company bases its estimates and assumptions on current facts~~independent, ~~historical~~objective ~~experience~~evidence ~~and~~surrounding ~~various~~the ~~other~~inputs ~~factors~~used ~~that it believes~~ to bemeasure ~~reasonable~~fair ~~under~~value. ~~the~~A ~~circumstances,~~financial ~~the~~instrument's ~~results~~categorization ofwithin ~~which form~~ the ~~basis~~fair ~~for~~value ~~making~~hierarchy ~~judgments~~is ~~about~~based upon the ~~carrying~~lowest ~~values~~level of ~~assets~~input ~~and liabilities and the accrual of costs and expenses~~ that ~~are~~is ~~not~~significant ~~readily~~to ~~apparent from other sources. The actual results experienced by~~ the ~~Company~~fair ~~may~~value ~~differ materially and adversely from the Company's estimates~~measurement. ToASC ~~the~~820 ~~extent~~prioritizes ~~there are material differences between~~ the ~~estimates~~inputs ~~and~~into ~~the~~three ~~actual~~levels ~~results,~~that ~~future~~may ~~results~~be ofused ~~operations~~to ~~will~~measure befair ~~affected.~~value:

~~F-4~~Level 1

~~XLI~~Level ~~TECHNOLOGIES,~~1 ~~INC~~applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~(formerly~~Level ~~Mineria Y Exploraciones Olympia, Inc.)~~2

~~Notes~~Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the ~~Condensed~~asset ~~Consolidated~~or ~~Financial~~liability ~~Statements~~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.

~~(unaudited)~~Level 3

2.Level ~~Summary~~3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of ~~Significant~~the ~~Accounting~~fair ~~Policies~~value ~~(continued)~~of the assets or liabilities.

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

~~These~~ f) ~~interim~~Comprehensive 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.Income

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

~~The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.~~F-6

e)XLI ~~Financial~~TECHNOLOGIES, ~~Instruments~~INC.

~~Pursuant~~(formerly toMineria ~~ASC~~Y ~~820,~~Exploraciones ~~Fair Value Measurements and Disclosures~~Olympia, ~~an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value~~Inc. 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~~Notes 1to the Condensed Consolidated Financial Statements

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

~~Level~~ 2. Summary of Significant Accounting Policies (continued)

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 g); orRevenue ~~model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.~~Recognition

~~Level~~The 3Company 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.

~~Level~~ h) ~~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.~~Inventory

~~The~~Inventory ~~Company's~~is ~~financial~~comprised ~~instruments consist principally~~ of ~~cash,~~light ~~inventory,~~sheets ~~accounts payable~~ and ~~accrued~~is ~~liabilities,~~recorded ~~amounts~~at ~~due to related parties, and loans payable. Pursuant to ASC 820,~~ the ~~fair~~lower ~~value~~ of ~~our~~cost ~~cash~~or isnet ~~determined~~realizable ~~based~~value on ~~"Level~~a 1"first-in ~~inputs,~~first-out ~~which~~basis. ~~consist~~The ofCompany ~~quoted~~establishes ~~prices~~inventory inreserves ~~active~~for ~~markets~~estimated ~~for~~obsolete ~~identical~~or ~~assets.~~unsaleable Weinventory ~~believe~~equal ~~that~~to the ~~recorded~~difference ~~values~~between ofthe ~~all~~cost of ~~our~~inventory ~~other~~and ~~financial~~the ~~instruments~~estimated ~~approximate~~realizable ~~their~~value ~~current~~based ~~fair~~upon ~~values~~assumptions ~~because~~about offuture ~~their nature~~ and ~~respective~~market ~~maturity dates or durations~~conditions.

f i) ~~Comprehensive Income~~Concentrations

~~ASC~~In ~~220~~October 2015, ~~Comprehensive~~the ~~Income,~~Company ~~establishes~~entered ~~standards~~into ~~for~~a ~~the~~license ~~reporting~~agreement ~~and~~whereby ~~display~~the ofCompany ~~comprehensive~~obtained ~~loss~~exclusive and ~~its~~non-exclusive ~~components~~license inrights related to the ~~financial~~distribution ~~statements.~~of Aslight atsheets ~~November~~in 30Canada and ~~May~~the ~~31,~~United ~~2015,~~States. ~~the~~The ~~Company~~license ~~has~~provides nothe ~~items~~Company's ~~that~~sole ~~represent~~supplier aof ~~comprehensive~~light ~~loss~~sheets ~~and,~~to ~~therefore,~~be ~~has~~distributed ~~not~~in ~~included~~the aUnited ~~schedule~~States offor ~~comprehensive~~movie ~~loss~~theatres inand ~~the~~cinema ~~financial statements~~companies.

F j) Stock-5based Compensation

~~XLI~~The ~~TECHNOLOGIES~~Company records stock-based compensation in accordance with ASC 718, ~~INC~~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.

~~(formerly~~ k) ~~Mineria~~Basic Yand ~~Exploraciones~~Diluted ~~Olympia,~~Net ~~Inc.)~~Loss Per Share

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

~~(unaudited~~ l) Recent Accounting Pronouncements

2The Company has implemented all new accounting pronouncements that are in effect. ~~Summary~~These ofpronouncements ~~Significant~~did ~~Accounting~~not ~~Policies~~have ~~(continued)~~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.

~~g) Revenue Recognition~~F-7

~~The~~XLI ~~Company recognizes and accounts for revenue of the sale of light sheets in accordance with ASC 605~~TECHNOLOGIES, ~~Revenue Recognition~~INC. 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)(formerly ~~Inventory~~Mineria Y Exploraciones Olympia, Inc.)

~~Inventory~~Notes 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~~Condensed ~~between~~Consolidated ~~the~~Financial ~~cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.~~Statements

i(unaudited) ~~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 States3. ~~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.~~ Inventory

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

~~The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method~~4. ~~All~~Deferred ~~transactions~~Financing 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.Costs

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

~~The Company has implemented all new accounting pronouncements that are in effect~~5. ~~These~~Loan 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.Payable

3 a) On May 26, 2015, the Company entered into an agreement whereby it sold future receivables in exchange for $250,000. ~~Inventory~~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. As of February 29, 2016, the Company had received $250,000 (May 31, 2015 - $75,000) pursuant to this agreement.b) During the period ended February 29, 2016, the Company owed $56,152 (May 31, 2015 - $nil) to a non-related company for loans. The amounts owing are unsecured, bears interest at 10% per annum, and is due on demand. At February 29, 2016, accrued interest of $1,822 (May 31, 2015 - $nil) is owing on the loans payable.

~~As at November 30, 2015, the Company had acquired inventory with a cost of $167,323 (May 31, 2015 - $0)~~6. ~~This~~Convertible ~~inventory is classified as finished goods as it is ready to sell to third parties.~~ Debentures

4 a) On December 3, 2015, the Company entered into a $250,000 convertible debenture with a non-related party. ~~Loan~~Under ~~Payable~~the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and is due on September 3, 2016. The note is convertible into shares of common stock 180 days after the date of issuance (May 31, 2016) at a conversion rate based on the lower of i) 60% of the lowest trading price during the previous 20 trading days prior to the date the conversion notice was sent by the holder or ii) 60% of the lowest trading price during the 20 trading days before this note was executed. As at February 29, 2016, the Company recorded accrued interest of $7,233, which has been included in accounts payable and accrued liabilities.

	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.

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

F b) On January 14, 2016, the Company entered into a securities purchase agreement with a non-6related party, further amended on March 1, March 9, and March 15, 2016, whereby, the Company will receive proceeds of up to $1,837,500, based on the final amendment, through the issuance of convertible debentures. The Company will receive the proceeds in seven tranches, with the Company issuing a $262,500 convertible debenture pursuant to the first tranche. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on October 14, 2016. The Company and the investor amended the notes on March 21, 2016, to make the notes convertible immediately upon issuance, instead of 90 days following the issuance. The conversion shall be the lower of i) 60% of the lowest trading price during the previous 20 trading days prior to the date the conversion notice was sent by the holder or ii) 60% of the lowest trading price during the 20 trading days before this note was executed. As at February 29, 2016, the Company recorded accrued interest of $2,467, which has been included in accounts payable and accrued liabilities.

~~XLI TECHNOLOGIES, INC.~~F-8

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

~~Notes~~(formerly toMineria ~~the~~Y ~~Condensed~~Exploraciones ~~Consolidated~~Olympia, ~~Financial Statements~~Inc.)

~~(unaudited)~~ Notes to the Condensed Consolidated Financial Statements

~~5. Stockholders' Equity~~(unaudited)

~~Subscription~~6. ~~payable~~Convertible Debentures (continued)

~~Prior~~ b) toIn ~~the~~accordance ~~October~~with 21ASC 815-15, ~~2015~~"Derivatives ~~share~~and ~~exchange agreement~~Hedging", the Company ~~received~~recorded a derivative liability which resulted in a full discount to the convertible debenture of $50262,~~000~~500 ~~for~~with 1%the excess of the ~~Member~~derivative ~~interests~~being ofrecorded ~~Bosch~~as ~~International~~a ~~LLC~~loss on change in fair value of derivative liability. AsThe carrying value of ~~January~~the 20discount will be charged to operations over the term of the convertible debenture. During the period ended February 29, 2016, nothe ~~interests,~~Company oramortized ~~common~~$73 ~~shares~~of the debt discount to interest expense. As at February 29, ~~have~~2016, ~~been~~the ~~issued~~carrying ~~related~~value toof ~~this~~the ~~investment~~debenture ~~agreement~~was $73 (May 31, 2015 - $nil).

~~Common~~7. ~~Stock~~Derivative Liability

~~Issued~~The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815-15 "Derivatives and ~~outstanding:~~Hedging". ~~100~~The fair value of the derivative was calculated using a Black-Scholes model. The fair value of the derivative liability is revalued on each period end date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended February 29,~~000~~ 2016,~~000~~ ~~common~~the ~~shares~~Company recorded a loss on the change in fair value of derivative liability of $276,721. As at February 29, 2016, the Company recorded a derivative liability of $1,872,150 (May 31, 2015 - $nil).

	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.

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

Preferred Stock

	Expected Volatility			Risk-free Interest Rate			Expected Dividend Yield			Expected Life (in years)

December 3, 2015 convertible debenture:
As at December 3, 2015 (date note was issued)		416	%		0.57	%		0	%		0.75
As at February 29, 2016 (mark to market)		271	%		0.49	%		0	%		0.51

January 14, 2016 convertible debenture:
As at January 14, 2016 (date note was issued)		340	%		0.55	%		0	%		0.75
As at February 29, 2016 (mark to market)		288	%		0.49	%		0	%		0.62

OnA ~~December~~summary ~~22,~~of ~~2015,~~ the ~~Company's~~activity ~~board~~ of ~~directors~~the ~~resolved~~derivative toliability ~~authorize~~is ~~100,000,000~~shown ~~shares of preferred stock, with a par value of $.001.~~ below:

6. Related Party Transactions

	$

Balance, May 31, 2015		–
Derivative loss due to new issuances		2,245,183
Mark to market adjustment at February 29, 2016		(373,033	)
Balance, February 29, 2016		1,872,150

	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.

F-9

7.XLI ~~Subsequent~~TECHNOLOGIES, ~~Events~~INC.

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)formerly aMineria ~~40%~~Y ~~discount~~Exploraciones 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 noteOlympia, ~~the Company paid a finder's fee of $25,000~~Inc. 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-7~~Notes to the Condensed Consolidated Financial Statements

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~(unaudited)

~~The following Management's Discussion and Analysis should be read in conjunction with XLI Technologies, Inc~~8., ~~financial statements and the related notes thereto. The Management~~Stockholders's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company's actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.Equity

~~The~~Preferred following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended May 30, 2015, filed with the SEC on August 20, 2015.Stock

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

~~Three~~Series ~~Months~~A ~~Ended~~Preferred ~~November 30, 2015~~Stock

~~During~~Authorized: ~~the three months ended November 30~~100, ~~2015, the Company recorded revenues of $10,~~000 ~~related~~preferred 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.shares

InIssued ~~addition~~and tooutstanding: ~~operating~~nil ~~expenditures,~~preferred ~~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.~~ shares

~~Since~~Series ~~the~~A ~~Company's~~Preferred ~~inception~~Stock ~~was~~carry ~~May~~ 7,000 ~~2015,~~votes ~~there~~per ~~is no prior comparable three month period~~share.

~~Six~~Series ~~Months~~B ~~Ended~~Preferred ~~November~~Stock ~~30, 2015~~

~~During~~Authorized: ~~the six months ended November 30~~4, ~~2015~~700, ~~the Company recorded revenues of $10,~~000 ~~related~~preferred 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. shares

InIssued ~~addition~~and tooutstanding: ~~operating~~nil ~~expenditures,~~preferred ~~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.~~ shares

~~Since~~Series ~~the~~B ~~Company's~~Preferred ~~inception~~Stock ~~was~~do ~~May~~not 7carry any voting rights and each share is convertible, ~~2015~~at the option of the holder at any time after six months from the date of issuance, ~~there~~into iscommon noshares at a conversion price equal to the volume weighted average price for the ten trading days prior ~~comparable~~to ~~six~~the ~~month~~date ~~period~~of the written notice of conversion but not less than $10 per preferred share. The Company has the right to redeem the Series B preferred stock at a price of $10 per share and the preferred stock carry a liquidation price of $10 per share which holders have the right to receive upon change of control. The Series B Preferred Stock were authorized on March 9, 2016. Refer to Note 10(c).

5Common Stock

~~Liquidity~~Authorized: ~~and~~700,000,000 ~~Capital~~common ~~Resources~~shares

AtIssued ~~November~~and ~~30,~~outstanding: ~~2015~~100, ~~the Company had assets of $175~~000,~~698~~000 ~~compared~~common to $105,028 at May 31, 2015. The increase in total assets was due to an increase in inventory of light sheets of $102,318, offset by a decrease in cash of $31,648 as the Company had operating expenditures that were greater than the rate of proceeds of financing.shares

~~The~~ a) On May 8, 2015, the Company ~~had~~issued ~~total~~100 ~~liabilities~~member interests to the President and Director of the Company for proceeds of $~~369,048~~40. atOn ~~November~~October 3021, 2015, ~~compared~~the toCompany ~~$105~~completed a share exchange agreement whereby the 100 member interests of Bosch International,~~000~~ LLC were converted into common shares of the Company at ~~May~~a 31rate of 250,000 ~~2015.~~common ~~The~~shares ~~increase~~per member interest, resulting in ~~total~~the ~~liabilities~~issuance ~~was~~of ~~due~~25,000,000 tocommon anshares.b) ~~increase~~On inDecember ~~loans~~1, ~~payable~~2015, the Company issued 5,500,000 common shares with a fair value of $~~251~~5,~~152~~940,000 ~~which~~pursuant ~~was~~to ~~mainly~~a ~~used~~sponsorship ~~for~~agreement whereby the ~~purchasing~~Company will receive marketing and promotion of ~~the~~XLI ~~light~~products, ~~sheets~~including three thirty second spot times per episode produced in 2016 of a national television show, in exchange for ~~future~~the ~~sales~~issuance of these shares and ~~for~~providing ~~general~~light sheet products and ~~operating~~promotional ~~expenditures.~~support Inat ~~addition,~~no cost to the sponsor. The Company ~~had~~used ~~accounts~~the ~~payable~~closing ~~and~~trading ~~accrued~~price ~~liabilities~~on the date of ~~$42,896~~the ~~related~~agreement to ~~unpaid~~value ~~professional~~the ~~fees~~shares.c) On December 22, 2015, the Board of Directors approved the cancellation 65,000,000 common shares held by the Company's Chief Executive Officer. 40,000,000 and ~~accrued~~25,000,000 ~~interest~~common onshares were returned to the ~~loans~~treasury ~~payable~~and cancelled on February 18, 2016 and March 18, 2016, respectively.

AtSubscription November 30, 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 outstanding operating expenses as they became due. Payable

~~Cash~~Prior ~~Flow~~to ~~from~~entering ~~Operating~~into ~~Activities~~the October 20, 2015 share exchange agreement, the Company received $50,000 for 1% of the member interests of Bosch International, LLC. As of February 29, 2016, no interests of Bosch International, LLC, or common shares of the Company, have been issued pursuant to this investment agreement.

During the six months ended November 30, 2015, the Company used $302,800 of cash for operating activities related primarily to the purchase of inventory for future light sheet sales and for the payment of outstanding operating costs as they became due. F-10

~~Cash~~XLI ~~Flow~~TECHNOLOGIES, ~~from Investing Activities~~INC.

~~During~~(formerly ~~the~~Mineria ~~six~~Y ~~months~~Exploraciones ~~ended November 30~~Olympia, ~~2015, the Company did not have any investing activities~~Inc. )

~~Cash~~Notes ~~Flow~~to ~~from~~the ~~Financing~~Condensed ~~Activities~~Consolidated Financial Statements

During the six months ended November 30, 2015, the Company received proceeds of $271,152 from financing activities comprised of $301,152 of proceeds from loans payable offset by the repayment of $30,000 to the President and Director of the Company. (unaudited)

69. Related Party Transactions

~~Going~~ a) ~~Concern~~As at February 29, 2016, the Company owed $54,695 (May 31, 2015 - $nil) to the CEO of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.b) As at February 29, 2016, the Company owed $1,500 (May 31, 2015 - $nil) to a company of which the CEO is a minority owner. The amount owing is unsecured, non-interest bearing, and due on demand.c) During the period ended February 29, 2016, the Company incurred $92,565 in management fees and $30,000 in salaries to the CEO of the Company.d) During the period ended February 29, 2016, the Company received advances from its CEO of $108,285 and paid back a $99,500 advance. During this same period, the CEO also paid expenses on behalf of the Company of $15,910.e)During the period ended February 29, 2016, the Company received an advance of $1,500 from a company of which the CEO is a minority owner.

~~We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities~~10. ~~For~~Subsequent ~~these reasons, there is substantial doubt of our ability to continue as a going concern.~~Events

~~Future~~ a) ~~Financings~~On March 2, 2016, the Company issued a $25,000 convertible debenture pursuant to the second tranche of the January 14, 2016 securities purchase agreement. Refer to Note 6(b).b) On March 7, 2016, the Company entered into a marketing and distribution agreement with a related party. Pursuant to the agreement the Company acquired the exclusive rights to distribute, market, and resell certain nanotechnology printed light sheets, solar panels, and batteries in 121 countries in the Caribbean and in to incorporate these products into the Company's existing and future products. In return, the Company will pay a 5% royalty on all revenues generated and issue 4,700,000 shares of newly designated Series B Preferred Stock.c) On March 9, 2016, the Company designated up to 4,700,000 shares as Series B Preferred Stock with a par value of $0.001 per share with the rights and restrictions as described in Note 8.d) On March 14, 2016, the Company issued a $40,000 convertible debenture pursuant to the third tranche of the January 14, 2016 securities purchase agreement. Refer to Note 6(b).e) On March 29, 2016, the Company issued a $35,000 convertible debenture pursuant to the fourth tranche of the January 14, 2016 securities purchase agreement. Refer to Note 6(b).f) On March 31, 2016, the Company entered into a 10% original issue discount convertible promissory note with a non-related party, whereby, the Company will receive proceeds of up to $500,000 with the first tranche of $50,000 received on March 31, 2016. Under the terms of the debenture, the amount is unsecured, bears a one-time interest charge of 12% of the principal sum, and each tranche due two years from the effective date of each payment. Each tranche is convertible into shares of common stock at any time after the effective date at the election of the holder at a conversion rate based on the lower of i) $0.20 or ii) 60% of the lowest trading price during the 25 trading days prior to conversion.

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.F-11

~~Off-Balance~~ITEM ~~Sheet~~2. ~~Arrangements~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

~~Our~~You ~~financial~~should ~~statements~~read ~~and~~the ~~accompanying~~following ~~notes~~discussion ~~have~~and ~~been~~analysis ~~prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation~~ of the financial ~~statements~~condition ~~in conformity with U.S. generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~results ~~that~~of ~~affect~~operations ~~the reported amounts~~ of ~~assets and liabilities,~~ the ~~disclosure~~Company oftogether ~~contingent~~with ~~assets and liabilities at~~ the ~~date of the~~ financial statements and the ~~reported~~related ~~amounts~~notes ofpresented ~~revenues~~in ~~and~~Item ~~expenses~~1 ~~during~~of ~~the~~this ~~reporting~~Form ~~periods~~10-Q.

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

~~Recently~~Three ~~Issued~~Months ~~Accounting~~Ended ~~Pronouncements~~February 29, 2016

~~The~~During ~~Company~~the ~~has~~three ~~implemented~~months ~~all~~ended ~~new~~February ~~accounting~~29, ~~pronouncements~~2016, ~~that~~the ~~are~~Company inincurred ~~effect.~~general ~~These~~and ~~pronouncements~~operating ~~did~~expenditures ~~not~~of ~~have~~$6,375,477. ~~any~~The ~~material~~increase ~~impact~~in ongeneral ~~the financial statements unless otherwise disclosed,~~ and ~~the~~operating ~~Company~~expenditure ~~does~~was ~~not~~due ~~believe~~to ~~that~~an ~~there~~increase ~~are~~in ~~any~~consulting, ~~other~~media ~~new~~and ~~accounting~~advertising, ~~pronouncements~~professional ~~that~~fees, ~~have~~and ~~been~~operating ~~issued~~costs ~~that~~as ~~might~~the ~~have~~Company aincreased ~~material impact on~~ its ~~financial~~operating ~~position~~activity orduring ~~results~~the ofcurrent ~~operations~~period.

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

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~2

WeNine ~~are~~Months aEnded ~~smaller~~February ~~reporting~~29, ~~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.~~2016

~~ITEM~~During 4the nine months ended February 29, 2016, the Company recorded revenues of $10,000 related to the sale of light sheets, and cost of goods sold of $3,010. ~~CONTROLS~~The ~~AND~~Company ~~PROCEDURES~~also incurred general and operating expenditures of $6,584,895 relating to management and consulting fees, media and advertising, general and administration, and professional fees related to the Company's SEC filings and for the reverse takeover transaction that occurred on October 21, 2015.

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

~~Disclosure~~Liquidity ~~controls~~ and ~~procedures~~Capital are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2015 as the Company has no formal segregation of duties given it has a sole officer and director and the Company does not have a formal audit committee to provide the necessary oversight over the Company's management and operations. Resources

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

~~Our~~The ~~management~~Company ~~has~~had ~~also~~total ~~evaluated~~liabilities ~~our~~of ~~internal~~$2,306,871 ~~control~~at ~~over~~February ~~financial reporting~~29, ~~and~~2016 ~~there~~compared ~~have~~to ~~been~~$105,000 noat ~~significant~~May ~~changes~~31, 2015. The increase in ~~our~~total ~~internal~~liabilities ~~controls~~was ordue to an increase in ~~other~~accounts ~~factors~~payable ~~that~~and ~~could~~accrued ~~significantly~~liabilities ~~affect~~of ~~those~~$72,094 ~~controls~~related ~~subsequent~~to unpaid professional fees, salaries to the ~~date~~Company's CEO, and accrued interest on the loans payable, amounts due to related parties of ~~our~~$26,195, ~~last~~loans ~~evaluation~~payable of $231,152 which was mainly used for the purchasing of the light sheets for future sales and for general and operating expenditures, $280 in convertible debentures net of discounts of $512,220, and derivative liability of $1,872,150.

~~The~~At ~~Company~~February is29, ~~not~~2016, ~~required~~the byCompany ~~current~~had ~~SEC~~a ~~rules~~working tocapital ~~include~~deficit of $2,028,182 ~~and~~compared ~~does~~to ~~not~~working ~~include,~~capital anof ~~auditor's~~$28 ~~attestation~~at ~~report~~May 31, 2015. The decrease in working capital is based on the fact that the Company's ~~registered~~used ~~public~~proceeds ~~accounting~~from ~~firm~~short-term ~~has~~financing ~~not~~to ~~attested~~pay outstanding operating expenses as they became due as well as recording a derivative liability for accounting purposes relating to ~~Management's~~the ~~reports~~conversion onfeature of the ~~Company's~~convertible ~~internal~~debentures ~~control~~issued ~~over~~during ~~financial~~the ~~reporting~~period.

8Cash Flow from Operating Activities

~~PART~~During IIthe -nine ~~OTHER~~months ~~INFORMATION~~ended February 29, 2016, the Company used $762,670 of cash for operating activities related primarily to the purchase of inventory for future light sheet sales and for the payment of outstanding operating costs as they became due.

~~ITEM~~Cash 1.Flow ~~LEGAL~~from ~~PROCEEDINGS~~Investing Activities

~~From~~During ~~time to time,~~ the ~~Company~~nine ~~may~~months ~~become~~ended ~~subject~~February to29, ~~various~~2016, ~~legal proceedings that are incidental to~~ the ~~ordinary conduct of its business. Although the~~ Company ~~cannot~~did ~~accurately~~not ~~predict~~have ~~the amount of~~ any ~~liability~~investing ~~that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable~~activities. ~~These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.~~

Presently, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.3

~~ITEM~~Cash ~~1A.~~Flow ~~RISK~~from ~~FACTORS~~Financing Activities

WeDuring ~~are~~the anine ~~smaller~~months ~~reporting~~ended ~~company~~February as29, ~~defined~~2016, bythe ~~Rule~~Company ~~12b-2~~received proceeds of ~~the~~$726,437 ~~Securities~~from ~~Exchange~~financing ~~Act~~activities comprised of ~~1934~~$435,000 of proceeds from convertible debentures, $251,152 of proceeds from loans payable, $109,785 from related parties, and ~~are~~$50,000 ~~not~~for ~~required~~subscriptions topayable ~~provide~~offset by the ~~information~~repayment ~~under~~of ~~this~~$20,000 ~~item~~of loans payable and $99,500 to the President and Director of the Company.

~~ITEM~~Going ~~2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Concern

1We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. ~~Quarterly~~For ~~Issuances:~~these reasons, there is substantial doubt of our ability to continue as a going concern.

OnFuture ~~October 21, 2015, the Company issued 25,000,000 restricted shares of common stock per the terms of the Share Exchange Agreement with Bosch International LLC.~~Financings

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

OnOff-Balance ~~December~~Sheet ~~1, 2015, the Company issued 5,500,000 restricted shares of common stock per the terms of a Sponsorship Agreement with RMF Empire Inc.~~ Arrangements

9We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~ITEM~~Critical 3.Accounting ~~DEFAULTS UPON SENIOR SECURITIES~~Policies

~~None~~Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~ITEM~~We 4regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. ~~MINE~~A ~~SAFETY~~complete ~~DISCLOSURES~~summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

~~N/A.~~Recently Issued Accounting Pronouncements

~~ITEM~~The 5Company has implemented all new accounting pronouncements that are in effect. ~~OTHER~~These ~~INFORMATION~~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.

~~Quarterly Events:~~4

OnITEM ~~October 14, 2015, Mr~~3. ~~Francisco~~QUANTITATIVE ~~Antonio~~AND ~~Jerez~~QUALITATIVE ~~Garcia,~~DISCLOSURES ~~our~~ABOUT ~~founder,~~MARKET and Mr. James Schramm entered into a Stock Purchase Agreement (the "Purchase Agreement"), pursuant to which Mr. Garcia agreed to sell to Mr. Schramm 50,000,000 shares of common stock of the Company owned at the time by Mr. Garcia (the "Shares") in exchange for Twenty Thousand Dollars ($20,000) (the "Purchase Price"). RISK

OnWe ~~October~~are ~~21, 2015, the Company entered into~~ a ~~Share~~smaller ~~Exchange~~reporting ~~Agreement ("Share Exchange") with Bosch International, LLC, a Nevada limited liability~~ company ~~("Bosch"),~~as ~~whereby~~defined ~~the~~by ~~Company~~Rule ~~acquired~~12b-2 ~~100%~~ of the ~~issued~~Securities ~~and~~Exchange ~~outstanding~~Act ~~membership interest~~ of ~~Bosch,~~1934 inand ~~exchange~~are ~~for~~not ~~Twenty-Five~~required ~~Million~~to ~~Restricted~~provide ~~shares of~~ the ~~Company's~~information ~~common~~under ~~stock.~~this item.

OnITEM ~~October 22, 2015, our board of directors approved an Agreement and Plan of Merger (the "Merger Agreement") to merge with and into our wholly-owned subsidiary XLI Technologies, Inc~~4. ~~("XLI"),~~CONTROLS aAND Nevada corporation, to effect a name change from Mineria y Exploraciones Olympia, Inc. to XLI Technologies, Inc. XLI was formed solely for the change of name. Also on October 22, 2015, the Company entered into the Merger Agreement with XLI. As such, the Company filed Articles of Merger ("Merger Articles") with the Nevada Secretary of State. As a result, the Company has changed its name from Mineria Y Exploraciones Olympia, Inc. to XLI Technologies, Inc. The name change was made effective by FINRA on December 2, 2015.PROCEDURES

10Evaluation of Disclosure Controls and Procedures

~~ITEM~~Disclosure 6controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. ~~EXHIBITS~~Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer has concluded that our disclosure controls and procedures were not effective as of February 29, 2016 as the Company has no formal segregation of duties given it has a sole officer and director and the Company does not have a formal audit committee to provide the necessary oversight over the Company's management and operations.

ExhibitNumber	Description of Exhibit
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 part of 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 part of our Current Report on Form 8-K.
3.01a	Articles of Incorporation	Filed with the SEC on August 16, 2013 as part of our Registration Statement on Form S-1.
3.01b	Articles of Merger	Filed with the SEC on October 23, 2015 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on August 16, 2013 as part of our Registration Statement on Form S-1.
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 part of 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 part of our Current Report on Form 8-K.
10.03	Sponsorship Agreement between Bosch International, LLC and RMF Empire Inc. dated December 1, 2015	Filed with the SEC on December 11, 2015 as part of our current report on Form 8-K.
10.04	Convertible Promissory Note between XLI Technologies, Inc. and JSJ Investments Inc. dated December 3, 2015	Filed with the SEC on December 11, 2015 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

Changes in Internal Control over Financial Reporting

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

* Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.5

11PART II - OTHER INFORMATION

~~SIGNATURES~~ITEM 1. LEGAL PROCEEDINGS

InFrom ~~accordance~~time ~~with~~to ~~Section~~time, 13the orCompany ~~15(d)~~may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the ~~Exchange~~Company ~~Act,~~cannot accurately predict the ~~registrant~~amount ~~caused~~of ~~this~~any ~~report~~liability that may ultimately arise with respect to beany ~~signed~~of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on ~~its~~current ~~behalf~~information byand ~~the~~legal ~~undersigned,~~advice ~~thereunto~~and ~~duly~~may ~~authorized~~be adjusted from time to time according to developments.

	XLI Technologies, Inc.
Date: January 22, 2016	By:	/s/ James Schramm
	Name:	James Schramm
	Title:	CEO, CFO, Chief Financial Officer & Director

InITEM ~~accordance~~2. ~~with~~UNREGISTERED ~~the~~SALES ~~Exchange~~OF ~~Act,~~EQUITY ~~this~~SECURITIES ~~report~~AND ~~has~~USE ~~been~~OF ~~signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~PROCEEDS

Date: January 22, 2016	By:	/s/ James Schramm
	Name:	James Schramm
	Title:	CEO, CFO, Chief Financial Officer & Director

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

12ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description of Exhibits

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended

32.1		Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	XLI Technologies, Inc. (Registrant)

Date: April 21, 2016	By:	/s/ James Schramm
		James Schramm
		Chief Executive Officer, President, Chief Financial Officer,
		Treasurer and Secretary (Principal Executive Officer, Principal
		Financial Officer and Principal Accounting Officer)

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		4
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		8
ITEM 4.	CONTROLS AND PROCEDURES		8
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		9
ITEM 1A.	RISK FACTORS		9
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		9
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		10
ITEM 4.	MINE SAFETY DISCLOSURES		10
ITEM 5.	OTHER INFORMATION		10
ITEM 6.	EXHIBITS		11

Filing Compare · XLI Technologies, Inc.