XLI Technologies, Inc. - FORM 10-K

Attached files

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EX-31.1 - CERTFICATION - XLI Technologies, Inc.	mineria_ex311.htm
EX-32.1 - CERTFICATION - XLI Technologies, Inc.	mineria_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended May 31, 2015

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 333-1960652

MINERIA Y EXPLORACIONES OLYMPIA, INC.

(Exact name of registrant as specified in its charter)

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

Calle San Pablo, No. 8, Bo. Buenos Aires Municipio Monsenor, Dominican Republic
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code		809-223-2353

Securities registered pursuant to Section 12(b) of the Act:		NONE.

Securities registered pursuant to Section 12(g) of the Act:		Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x 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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, e very Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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. x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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.

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: None

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of August 18, 2015, the Registrant had 75,000,000 shares of common stock outstanding.

MINERIA Y EXPLORACIONES OLYMPIA, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED MAY 31, 2015

TABLE OF CONTENTS

		PAGE

PART I		3

ITEM 1.	BUSINESS.	3

ITEM 1A.	RISK FACTORS.	5

ITEM 2.	PROPERTIES.	8

ITEM 3.	LEGAL PROCEEDINGS.	9

ITEM 4.	MINE SAFETY DISCLOSURES.	9

PART II		10

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	10

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	12

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	16

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	27

ITEM 9A.	CONTROLS AND PROCEDURES.	27

ITEM 9B.	OTHER INFORMATION.	28

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	29

ITEM 11.	EXECUTIVE COMPENSATION.	31

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	34

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	38

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	39

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	39

SIGNATURES		40

PART I

This Form 10-K, particularly in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-K, including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the section titled “Risk Factors” and elsewhere in this Form 10-K regarding, among other things:

These risks are not exhaustive. Other sections of this Form 10-K may include additional factors that could adversely impact our business and financial performance. These statements reflect our current views with respect to future events and are based on assumptions and subject to risk and uncertainties. Moreover, we operate in a very competitive and rapidly-changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-K to conform these statements to actual results or to changes in our expectations.

As used in this Annual Report, the terms “we,” “us,” “our,” “Mineria Y Exploraciones,” and the “Company” mean Mineria Y Exploraciones Olympia, Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. BUSINESS.

Overview of Our Business

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

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

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

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

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

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

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

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

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

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

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

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

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

Mineria Y Exploraciones Olympia, Inc. was incorporated on August 22, 2012 under the laws of the State of Nevada and is currently in good standing with the Secretary of State. On September 2, 2012 the Company incorporated a wholly owned subsidiary in the Dominican Republic named Consorcio de Mineria & Exloraciones Olympia, SR. Though its subsidiary the Company acquired the mineral rights to the Olympia located north of the city of Santo Domingo in the Dominican Republic. In order to determine if there existed any mineralization on the Olympia the subsidiary undertook ground exploration in the early part of 2013 and in February obtained a geological report authored by Hilario Santos Sosa, Professional Geologist. Based on these results the Company undertook a further sampling program in the fall of 2013. Unfortunately 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.

Sadler Gibb & Associates, LLC have stated in their audit report dated August 18, 2015 that we might cease as a going concern. Their wording in their report is as follows:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 of the financial statements, the Company has incurred accumulated losses since inception of $165,544, has a working capital deficit of $90,544 and will need additional working capital to accomplish its intended purpose and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”.

Our auditors believe there is substantial doubt that our Company can continue as an on-going business for the next twelve months unless there is an addition injection of capital into our Company. We are not producing any revenue and it might take years before we are able to develop a new mineral claim to a degree that it is able to produce revenue and ensure our future success. Therefore, we must seek other sources of funds in order for us to be a going concern. One way is to seek funds from new investors or to have our sole director and officer advance funds to us in addition to the funds he has already advanced to the Company being $75,000.

At the present time, the Company has no asset in which it can develop its future success but is attempting to identify a new mineral claim either in the Dominican Republic or elsewhere.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Mineria Y Exploractiones Olympia, Inc. contained in this Form 10-K, any future investor in our common shares should be aware that our business faces numerous financial, market, economic and business risks. The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.

Risks Associated with Our Business

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

Our auditors, in their report dated August 18, 2015, have assumed the consolidated financial statements, included herein, have been prepared assuming our Company will continue as a going concern. They have indicated we will need additional working capital for our future development, including the exploration of the Olympia claim and for meeting our financial obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern. With an estimate of $33,907 required over the next twelve months and with cash on hand as at May 31, 2015 of $NIL there is not sufficient cash to meet our financial obligations over the next twelve months. Unless future funds can be raised we will have to cease operations.

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

We were incorporated in 2012 and did not conduct any significant exploration activities on the Olympia prior to its loss. We have no revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure. We operations are not profitable and our net loss from inception to May 31, 2015 is $165,544. Based upon current plans, we expect to incur operating losses in future periods in connection with our exploration and evaluation of a new mining claim.

Because we are small company, have limited capital and have no mineral claim at this time.

The possibility of development of and production from a new mineral claim depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists. We are small company and do not have much capital. Without capital in the near future we might not be able to identify a new mineral claim in which we can explore and hopefully develop.

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

Because the probability of an individual prospect, such as a new mineral claim, ever having reserves is extremely remote, in all probability any new mineral claim we identify, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds in the near future, we may not have the capital to identify a new mineral claim.

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

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

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

The Company’s financial statements are reported in U.S. dollars. Accordingly, the Company’s value of our future assets and reporting of our operations may be adversely affected by negative changes in the exchange rate of the Dominican peso or other currencies against the U.S. dollar.

Risks Associated with our Common Shares.

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

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

When a market develops for our shares, our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.

Now that our common stock is quoted on the OTCBB, our share price may be volatile with wide fluctuations in response to several factors, including but not limited to:

	●	Potential investors’ anticipated feeling regarding our results of operations;
	●	Our ability or inability to generate future revenues; and
	●	Market perception of the future of the mineral exploration industry.

Further, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political and market conditions, such as recessions, changes in interest rates or international currency fluctuations. Stocks quoted on the OTCBB are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

The number of shares sold under our effective registration statement is significant in relation to our outstanding shares and may depress our share price.

The shares sold by our President as were registered under our effective registration statement, 25,000,000, if sold in the market all at once or at about the same time, could depress the market price.

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

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

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

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

ITEM 2. PROPERTIES.

Overview

Olympia Gold Claim

During the year the Company lost its rights to the minerals on the Olympia Gold Claim in the Dominican Republic. It is presently in search of another mineral property either in the Dominican Republic or elsewhere which it can explore and hopefully develop. It has not yet identified a mineral claim.

Competition

Mineria Y Exploraciones is a exploration stage company which has to compete with other companies searching for minerals in the Dominion Republic or elsewhere in the world and seeking financing for the development of their specific properties. Often, in not in all cases, these other mineral companies are better financed, have properties which have had sufficient exploration work done on them to warrant a future investor to consider investing in their company rather than ours. There are only a limited number of investors willing to invest in a company which had no proven reserves and basically has no assets. These other mineral exploration companies might induce investors to consider their properties and not ours even if we identify a new mineral claim. Hence, any additional funds they receive will be directed to the future exploration work on their properties whereas our company might be strap for funds and unable to do any worthwhile exploration work on the a new mineral claim. We might never be able to compete against these other companies and hence never bring an new mineral property into a stage where a production decision is to be made. In addition, we will have to compete with both large and small exploration companies for other resources we will need; professional geologists, transportation to and from a new mineral property, materials to set up a camp if required and supplies including drill rigs.

Mineria Y Exploraciones’ Main Product

Mineria Y Exploraciones’ main product will be the sale, if a mineral ore reserve is identified, of gold that can be extracted from a new mineral property once the claim has been explored. Since the property has not yet been identified it cannot be explored by us.

Exploration Facilities

Mineria Y Exploraciones has no plans to construct a mile or smelter on the new mineral claim yet to be identified until an ore body of reasonable worth is found; which might never happen. While in the exploration stage, the crew of workers will be housed in tent facilities or else in a town nearby. This will initially avoid building any structures either permanent or removable on a new mineral claim.

Employees

Other than our sole director and officer we do not have any other employees. He devotes approximately 24 hours a month to our operations but it is expected to increase as he searches for a new mineral claim. Being a professional geologist, Mr. Garcia will be active in overseeing the identification of a new mineral claim for the Company.

Research and Development Expenditures

Mineria Y Exploraciones has not expended any money on research and development since its inception.

Patents and Trademarks

Mineria Y Exploraciones does not have any patents or trademarks.

ITEM 3. LEGAL PROCEEDINGS.

We are not engaged in any legal proceedings.

We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprise, Inc. of 123 W. Nye Lane, Suite 129, Carson City, NV 89706. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART III

TEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Mineria Y Exploraciones is quoted on the OTC Bulletin Board

Mineria Y Exploraciones is quoted on the OTC Bulletin Board under the symbol of “MYXY”.

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

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

	(a)	bid and offer quotations for the penny stock;

	(b)	the compensation of the broker-dealer and its salesperson in the transaction;

	(c)	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

	(d)	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

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

Rule 144 Shares

In general, under Rule 144, a person who is not an affiliate of a company and who is not deemed to have been an affiliate of a company at any time during the three months preceding a sale and who has beneficially owned shares of a company’s common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about the company (which current public information requirement is eliminated after a one-year holding period). In addition, a person, who is an affiliate and beneficially owned shares of a company’s common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.	One percent of the number of shares of the company's common stock then outstanding; or

2.	The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

However, Rule 144 is not available for securities initially issued by a company that has either no or nominal operations and no or nominal assets (a “shell company”), whether reporting or non-reporting, or a company that was at any time previously a shell company, unless the company:

·	has ceased to be a shell company;

·	is subject to the Exchange Act reporting obligations;

·	has filed all required Exchange Act reports during the preceding twelve months; and

·	at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.

	(the “Shell Company Conditions”)

At this time, management does not consider Mineria Y Exploraciones to be a shell company. The Company is actively exploring a mineral property in the Dominican Republic and therefore considers itself a non-shell company.

HOLDERS OF OUR COMMON STOCK

As of August 12, 2015, there were 41 registered holders of record of our common stock due to our sole director and officer selling 25,000,000 common shares under the Company’s effective registration statement.

DIVIDENDS

Mineria Y Exploraciones’ Articles of Incorporation or Bylaws do not restrict it from declaring dividends. Nevertheless, the Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

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

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

Mineria Y Exploraciones has not declared any dividends since its inception and does not conceive that it will be declaring any dividends in the near future. We will maintain any excess funds to fully explore the Olympia in order to find a mineral deposit which we can commercially develop.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

Overview

Our auditors believe there is substantial doubt that our company can continue as an on-going business for the next twelve months unless there is an addition injection of capital into our company. We did not producing any revenue from our former mineral claim, the Olympia, and it might take years before we are able to develop a new mineral claim to a degree that it is able to produce revenue and ensure our future success. Therefore, we must seek other sources of funds other than from the mineral claims in order for us to be a going concern. One way is to seek funds from new investors or to have our current director and officer advance additional funds to us; he has already advanced us $75,000.

PLAN OF OPERATIONS

Our financial commitments for the next twelve months consist of various expenses required to maintain the company during the next twelve months for a total estimate of outlay of funds of $33,907 less no cash on hand as of May 31, 2015. We will have to incur the following estimated expenses over the next twelve months:

Expenses	Amount		Description

Accounting	$	4,095	Fees to the accountant for preparing the quarter and annual working papers for the 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 and rendering an opinion thereon.
Accounts payable		14,712	Accounts payable to non-arms length parties as at May 31, 2015
Edgar filing service fees		3,600	Engagement of Edgar service entity to file reports with the SEC.
Office		1,000	General office supplies.
Transfer agent’s fees		2,000	Estimated annual fee to maintain the Company in good standing in Nevada and for the issuance of shares.
Miscellaneous		1,500	Miscellaneous expenses
Cash Requirements	$	33,907

No consideration has been given to the identification of a new mineral claim due to the uncertainty of the actual cost.

RESULTS OF OPERATIONS

Foreign Currency and Exchange Rates

The functional currency which we use is considered to be US dollars.

Results of Operations for the Years Ended May 31, 2015 and 2014

For the year ended May 31, 2015, we had a net loss of $52,190. This represents a net loss of $0.00 per share for the period based on a weighted average number of shares outstanding of 75,000,000. Our net loss for the year ended May 31, 2014 was $64,520. These net losses are comprised of various expenses incurred with organizing the company and its wholly owned subsidiary, commissioning the geological report, exploration work undertaken on our former mineral claim, preparation of financial statements for submission to the independent accountants and general office expenses which can be broken down as follows:

Expense	Year ended May 31, 2015		Year ended May 31, 2014		Description

Accounting and audit	$	16,825	$	14,125	Preparation and review of financial statements.
Consulting		-		5,250	Preparation of the registration statement.
Edgarizing		3,308		1,626	Edgarizing Form 10-Qs
Exploration expenses		2,150		25,383	Undertaking exploration work on the Olympia Gold Claim.
Filing fees		764		3,050	Annual report of the director and officer as filed with the State of Nevada.
Legal		3,470		8,400	Property investigation and preparation of documents for the Company’s wholly owned subsidiary.
Office		524		765	Printing cost of maps of the Olympia claim.
Transfer agent fees		24,264		4,038	Fees paid to our transfer agent and changing transfer agents..
Travel		885		1,883	Travelling to Santo Domingo to meet with Department of Mines on several occasions

Total	$	52,190	$	64,520

The breakdown of expenses incurred between the parent and subsidiary companies for the year ended May 31, 2015 is as follows:

Expenses	Mineria Y Exploraciones Olympia, Inc		Consorcio de Mineria Y Exploraciones Olympia, SR		Total

Accounting and audit	$	16,825	$	-	$	16,825
Edgarizing		3,308		-		3,308
Exploration of Olympia claim		-		2,150		2,150
Filing fees		764		-		764
Legal		-		3,470		3,470
Office		524		-		524
Transfer agent’s fees (*)		24,264		-		24,264
Travel		-		885		885

Total	$	45,685	$	6,505	$	52,190

____________

(*) Increase is due to retainer $10,000 fee for new transfer agent from prior year being amortized during the current year and a cost $12,500 for making an application for DTC eligibility.

Liquidity and Capital Resources

As of May 31, 2015, the Company had cash of $NIL with amounts owed to unrelated third parties of $14,712 and to related parties of $75,832. The current shareholders’ deficiency is $90,544 whereas in the prior year there was a negative working capital of $38,354.

Our sole director and officer has made advances during the current year of $25,000 and during the prior year advanced $50,000 and paid out of pocket expenses on behalf of the Company in the amount of $310 and $522 for the years ended May 31, 2015 and 2014, respectively. These advances are on a demand basis and have no interest rate attached thereto.

We cannot assure that additional capital required to finance our operations will be available on acceptable terms, if at all. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.

Milestones We Have Achieved and Hope to Achieve

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

	1.	Incorporated a wholly owned subsidiary in the Dominican Republic and identified through our director the Olympia Gold Claim located north of the city of Santo Domingo in the Dominican Republic.

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

	3.	Analysis of Phase I of our exploration program on the Olympia has been completed and a geological report has been prepared on the samples assayed for mineralization. Based on these results our director extended the sampling program during the winter of 2013. This program cost $18,966.

	4.	Completion of Phase II drilling program during the spring of 2015 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.

	5.	Acceptance of our registration statement with the Securities Commission on December 17, 2013.

	6.	Consolidated financial statements for the year ended May 31, 2015 and 2014 have been completed and are a part of this Form 10-K.

	7.	Filed all the necessary documents to allow our shares to be quoted on the OTC Bullet Board.

Critical Accounting Policies

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

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.

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.

Trends

Management 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”.

Off-Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

Mineria Y Exploraciones does not expect the adoption of any recent accounting pronouncements to have a materially impact on its financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm;

2.	Consolidated Balance Sheets as of May 31, 2015 and 2014;

3.	Consolidated Statements of Operations for the years ended May 31, 2015 and 2014;

4.	Consolidated Statement of Stockholders’ Deficiency for the years ended May 31, 2015 and 2014;

5.	Consolidated Statements of Cash Flows for the years ended May 31, 2015 and 2014; and

6.	Notes to consolidated Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Mineria Y Exploraciones Olympia, Inc.

We have audited the accompanying consolidated balance sheets of Mineria Y Exploraciones Olympia, Inc. (the Company) as of May 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mineria Y Exploraciones Olympia, Inc. as of May 31, 2015 and 2014, and the consolidated results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 of the financial statements, the Company has incurred accumulated losses since inception of $165,544, has a working capital deficit of $90,544 and will need additional working capital to accomplish its intended purpose and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

August 18, 2015

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	May 31, 2015			May 31, 2014


ASSETS

CURRENT ASSETS

Cash	$	-		$	14,718
Prepaid expense		-			8,904

Total Current Assets		-			23,622

TOTAL ASSETS	$	-		$	23,622

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable	$	14,712		$	11,454
Advances from related parties		75,832			50,522

Total Current Liabilities		90,544			61,976

STOCKHOLDERS’ DEFICIENCY

Common stock
550,000,000 shares authorized, at $0.001 par value;
75,000,000 shares issued and outstanding		75,000			75,000
Accumulated deficit		(165,544	)		(113,354	)

Total Stockholders’ Deficiency		(90,544	)		(38,354	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	-		$	23,622

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

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended May 31, 2015			For the year ended May 31, 2014

REVENUES	$	-		$	-

EXPENSES

Exploration costs		2,150			25,383
General and administrative expenses		50,040			39,137

NET LOSS	$	(52,190	)	$	(64,520	)

NET LOSS PER COMMON SHARE

Basic and diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE OUTSTANDING SHARES

Basic and diluted		75,000,000			75,000,000

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

MINERIA Y EXPLORACIONES OLYMPIA, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

	Common Shares		Stock Amount		Accumulated Deficit			Total


Balance as of June 1, 2013		75,000,000		75,000		(48,834	)		26,166

Net loss for the year ended May 31, 2014		-		-		(64,520	)		(64,520	)

Balance as of May 31, 2014		75,000,000		75,000		(113,354	)		(38,354	)

Net loss for the year ended May 31, 2015		-		75,000		(52,190	)		(52,190	)

Balance as of May 31, 2015		75,000,000		75,000	$	(165,544	)	$	(90,544	)

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

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended May 31, 2015			For the Year Ended May 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(52,190	)	$	(64,520	)

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

Expenses paid by related parties		310			522
Changes in operating assets and liabilities:
Prepaid expense		8,904			(8,904	)
Accounts payable		3,258			11,454

Net Cash Used in Operating Activities		(39,718	)		(61,448	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related parties		25,000			50,000

Net Cash Provided by Financing Activities		25,000			50,000

Net Increase (Decrease) in Cash		(14,718	)		(11,448	)

Cash at Beginning of Period		14,718			26,166

CASH AT END OF PERIOD	$	-		$	14,718

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

MINERIA Y EXPLORACTIONES OLYMPIA, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2015

1.	ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

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

Consolidated Financial Statements

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

Dividend Policy

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

Basic and Diluted Net Loss per Share

Basic net loss per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. The Company has no common stock equivalents at May 31, 2015 and 2014.

Income Taxes

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

Impairment of Long-lived Assets

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

Foreign Currency Transactions

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

(i)	Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
(ii)	Non-Monetary items including equity are recorded at the historical rate of exchange; and
(iii)	Revenues and expenses are recorded at the period average in which the transaction occurred.

Revenue Recognition

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

Mineral claim acquisition and exploration costs

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

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

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

Estimates and Assumptions

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

Statement of Cash Flows

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

Environmental Requirements

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

Recent Accounting Pronouncements

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

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

3.	ACQUISITION OF MINERAL CLAIM

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

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

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

4.	SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During the year ended May 31, 2015 and 2014, the Company’s sole director paid $310 and $522, respectively, for operating expenses on behalf of the Company and made advances of $25,000 and $50,000, respectively, to the Company. The Company also paid $2,150 and $5,650 during the years ended May 31, 2015 and 2014, respectively, to the CEO for work performed related to mining claim applications, mapping and recording. Total advances from related parties were $75,832 as of May 31, 2015 and $50,522 as of May 31, 2014. These amounts are non-interest bearing and payable on demand.

5.	COMMON STOCK

On January 22, 2014, the sole director and officers sold 25,000,000 common shares, as set forth in the Company’s effective registration statement, resulting in him owning 66.7% of the issued and outstanding shares.

6.	INCOME TAXES

A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	May 31, 2015			May 31, 2014

Net loss Net loss before income taxes	$	(52,190	)	$	(64,520	)
Income tax rate		34	%		34	%
Income tax recovery		(17,745	)		(21,937	)
Non-deductible		-
Valuation allowance change		17,745			21,937

Provision for income taxes	$	–		$	-

The significant components of deferred income tax assets at May 31, 2015 and 2014 are as follows:

	May 31, 2015			May 31, 2014

Net operating loss carry-forward		56,285		$	38,540
Valuation allowance		(56,285	)		(38,540	)

Net deferred income tax asset	$	-		$	–

As of May 31, 2015 and 2014, 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 years ended May 31, 2015 and 2014, and no interest or penalties have been accrued as of May 31, 2015 and 2014. As of May 31, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company’s net operating loss carry-forward of $165,544 will expire between 2033 and 2035.

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.

7.	GOING CONCERN

The Company has incurred accumulated losses since inception of $165,544, has a working capital deficit of $90,544 and will need additional working capital to accomplish its intended purpose of exploring its mining claim, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through Director’s advances, additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, being our sole officer and director, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of May 31, 2015 (the “Evaluation Date”). Based on that evaluation, the sole director and officer has concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our sole director and officer to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of our sole director and officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

	-	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

	-	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our sole director and officer; and

	-	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company's sole director and officer conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of May 31, 2015, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified a material weakness in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is described below.

1.	Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of May 31, 2015, the Company did not have a separate audit committee or a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

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

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

As a result of the material weakness in internal control over financial reporting described above, the Company's sole director and officer has concluded that, as of May 31, 2015, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.

Our independent accountants have stated in their report dated August 18, 2015 that “the company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting”.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fiscal year ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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 or her 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	43	Chief Executive Officer, President, Chief Financial Officer, Secretary and Director

Francisco Garcia has served as Chief Executive Officer, President, Chief Financial 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.

We do not have an audit committee due to the only office 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 they 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.

Term of Office

Presently Mineria Y Exploraciones has only one member of the Board of Directors. This is expected to change once our sole officer and director can determine what other individuals would benefit Mineria Y Exploractiones by serving on its Board. Members of Mineria Y Exploractiones’ board of directors are appointed to hold office until the next annual meeting of our stockholders or until his or her successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes. Our officers are appointed by our board of directors and hold office until removed by the board.

Committees of the Board of Directors

Mineria Y Exploraciones does not have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees responsible to the Board of Directors.

Outstanding Equity Awards

There are no stock option or future rights to any of the Company’s capital stock. There are no stock incentive plans in place.

Involvement in Certain Legal Proceedings

To the knowledge of our Company, during the past ten years, our sole director and officer:

(1)	has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences);

(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

	(i)	acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment 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 activities 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)	was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;

(5)	was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

(6)	was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgement in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Board of Directors Audit Committee

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

With only one director and officer at the present time there is basically no audit committee. Management is planning to find an independent third party who is considered an expert to become a member of the audit committee.

Apart from the Audit Committee, the Company has no other Board committees.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, we believe that, during the last fiscal year, the our sole director and officer has failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:

Name and Principal Position

Number of Late InsiderReports

Transactions Not Timely Reported

Known Failures to File a Required Form

Francisco Antonio Jerez Garcia

CEO, CFO, CAO and President

None

ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

General Philosophy

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

Executive Compensation

In light of our limited capital, our executive officer receives no cash compensation for serving the Company.

Compensation Summary

The following table summarizes all compensation earned by or paid to our Chief Executive Officer, Mr. Garcia, during the past periods ended May 31.

Summary Compensation Table

Name and principal position	Year	Salary		Option Award		All Other compensation			Total

Francisco A. J. Garcia	2012		0		0	$	0			0
Chief Executive Officer	2013		0		0		0			0
	2014		0		0		5,650	(i)		0
	2015		0		0		2,150	(ii)		0

	(i)	As a professional geologist Mr. Garcia charged $5,650 for mapping and recording data on the Olympia claim.

	(ii)	Similar charges were incurred as in 2014.

Employment Agreements

Mr. Garcia does not have an employment agreement with the Company.

Equity Compensation Plans, Stock Options, Bonus Plans

No such plans or options exist. None have been approved or are anticipated. No Compensation Committee exists either.

Pension Benefits

We do not maintain any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Compensation of Our Sole Director

Currently, Mr. Garcia receives no compensation for serving as such other than the $5,650 in 2014 and $2,150 in 2015 mentioned above for mapping and recording data on the Olympia claim. We may reconsider this policy if and when we appoint or elect other individuals as directors.

Principal Shareholders

The following table presents certain information regarding the beneficial ownership of all shares of common stock at May 31, 2015 for executive officer and director of our Company. The percentage ownership shown in such table is based upon the 75,000,000 common shares issued and outstanding. There are no options or warrants to acquire our common stock outstanding.

Name

Common

Shares

Owned

Percentage

Francisco Antonio Jerez Garcia

Calle San Pablo, No. 8 Bo. Buenos Aires

Municipio Monsenor Novel

Dominican Republic

50,000,000

66.7

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 18, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities of our shares of common stock, (ii) our executive officers and directors, and (iii) our named executive officers as defined in Item 402(m)(2) of Regulation S-K. Unless otherwise indicated, the stockholder listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Stock⁽¹⁾
*Security Ownership of Management*
Common Stock	Francisco Antonio Jerez Garcia Chief Executive Officer, President, Chief Financial Officer, Secretary and Director		50,000,00 (Direct)		66.7	%

Common Stock	All Officers and Directors as a Group (1 persons)		50,000,000 (Direct)		66,7	%
*Security Ownership of Certain Beneficial Owners*
Common Stock	Francisco Antonio Jerez Garcia Chief Executive Officer, President and Director		50,000,000 (Direct)		66.7	%

Notes:

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 30, 2013. As of August 18, 2015, there were 75,000,000 shares of our common stock issued and outstanding. Mr. Garcia is deemed to be underwriter of the Company.

Change in Control

There are no arrangements which may result in a change in control in the future.

Holders of Common shares

As of the date of this Form 10-K the Company had 41 shareholders including our sole officer and director. The number of shares held by the officer and director is 50,000,000 common shares.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors

Equity Compensation Plans

There are no securities authorized for issuance under equity compensation plans or individual compensation arrangements.

Penny Stock Rule

Mineria Y Exploraciones’ common stock is considered to be a “penny stock” because it meets one or more of the definitions in SEC Rule 3a51-1:

	(i)	It has a price less than five dollars per share;

	(ii)	It is not traded on a recognized national exchange;

	(iii)	It is not quoted on a FINRA automated quotation system (NASDAQ), or even if so, has a price of less than five dollars per share; or

	(iv)	It is issued by a company with net tangible assets of less than $2,000,000, if in business more than three years continuously, or $5,000,000, if the business is less than three years continuously or with average revenues of less than $6,000,000 for the past three years.

A broker-dealer will have to undertake certain administrative functions required when dealing win a penny stock transaction. Disclosure forms detailing the level of risk in acquiring Mineria Y Exploraciones’ shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor. In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction. This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of Mineria Y Exploraciones’ shares.

From Mineria Y Exploraciones’ point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount. Ordinary investors might not be willing to subscribe to shares in the capital stock of Mineria Y Exploraciones due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance and that of Mineria Y Exploraciones. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

Any new investor purchasing shares in our Company might consider whether they will be able to sell their shares at a given price since if no broker-dealer becomes involved with Mineria Y Exploraciones and Mineria Y Exploractiones is unable to raise future investment capital the price per share may deteriorate to a point that an investor’s entire investment could be lost.

Outstanding Stock Opinion, Purchase Warrants and Convertible Securities

Mineria Y Exploraciones has not issued any stock options to our director and officer nor has it attached share purchase warrants to the share issued and outstanding. There are no convertible securities as of the date of this Form 10-K.

Our authorized capital consists of 550,000,000 shares of common stock, par value $0.001 per share, of which 75,000,000 shares are presently issued.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all Meetings of the shareholders.

The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

There are no restrictions on dividends under any loan or other financing arrangements.

Non-Cumulative Voting.

The holders of our shares of common stock do not have cumulative voting rights, 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. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

Change in Control of Our Company

We do not know of any arrangements which might result in a change in control.

Registered Agent

We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, 123 W Nye Lane, Suite 129, Carson City, NV 89703. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

Transfer Agent

We have engaged the service of Island Stock Transfer, Suite 301 – 15500 Roosevelt Blvd, Clearwater, Florida, 33760, to act as transfer and registrar.

Debt Securities and Other Securities

There are no debt securities outstanding or other securities.

ANTI-TAKEOVER PROVISION

In accordance with the laws of the State of Nevada and the Securities Regulation Act.

The Chapter 78 of Nevada Revised Statutes contains a provision governing "acquisition of controlling interest." This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33 1/3%; 33 1/3 to 50%; or more than 50%.

A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the Nevada law. An Issuing Corporation is a Nevada corporation, which: has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada "Combination with Interested Shareholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an "interested shareholder" and a resident domestic Nevada corporation from entering into a "combination," unless certain conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested shareholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an "interested shareholder" having: an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or representing 10 percent or more of the earning power or net income of the corporation.

CORPORATE GOVERNANCE

Director Independence

Francisco Antonio Jerez Garcia not independent within the meaning of Section 5605 of NASDAQ.

Board Committees

The Audit Committee

We have an Audit Committee whose only member consists of Francisco Antonio Jerez Garcia, our Chief Executive Officer, Chief Financial Officer who is not independent. Further, he cannot be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K. It is our intention to seek a financial expert but with limited funds to date we might not be able to in the near future.

Apart from the Audit Committee, we have no other Board Committees. Since inception, our Board has conducted its business entirely by consent resolutions.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS’ INDEPENDENCE

Related Party Transactions

We have not entered into any transaction involving Mr. Garcia or any entity controlled by him.

Under our effective registration statement our sole director and officer was able to sell 25,000,000 common shares leaving him with a balance of 50,000,000 common shares.

Director’s Independence

Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As Francisco Garcia is only officer and director, we have determined that he is not an independent director as defined under NASDAQ Rule 4200(a)(15).

Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:

1.	Any of our directors or officers;
2.	Any person proposed as a nominee for election as a director;
3.	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
4.	Any of our promoters; and
5.	Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons.

On September 4, 2012, we issued 75,000,000 shares of common stock to our Chief Executive Officer, President and Director at a price of $0.001 per share. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.

The Company does not have any promoters involved with it other than its sole director and officer.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

	Year Ended May 31, 2015		Year Ended May 31, 2014
Audit Fees	$	12,600	$	9,200
Audit-Related Fees	$	Nil	$	Nil
Tax Fees	$	Nil	$	Nil
All Other Fees	$	Nil	$	Nil
Total	$	12,600	$	9,200

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Annual Report or are incorporated herein by reference:

Exhibit Number		Description of Exhibits
3.1		Articles of Incorporation.⁽¹⁾
3.2		Bylaws. (1)
31.1		Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (*)
32.1		Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
101		INS XBRL Instant Document (*)
101		SCH XBRL Taxonomy Extension Schema Document (*)
101		CAL XBRL Taxonomy Extension Calculation Linkbase Document (*)
101		LAB XRBL Taxonomy Label Linkbase Document (*)
101		PRE XBRL Taxonomy Extension Presentation Linkbase Document (*)
101		DEF XBRL Taxonomy Extension Definition Linkbase Document (*)

(1) Previously filed as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on August 16, 2013, as amended on November 14, December 04 and was declared effective December 17, 2013.

(*) Filed herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MINERIA Y EXPLORACIONES OLYMPIA, INC. (Registrant)

Date: August 18, 2015	By	/s/“FRANCISCO ANTONIO JEREZ GARCIA”
		Francisco Antonio Jerez Garcia
		Chief Executive Officer, Chief Accounting Officer,
		President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.


Date: August 18, 2015	By	/s/“FRANCISCO ANTONIO JEREZ GARCIA”
		Francisco Antonio Jerez Garcia
		Chief Executive Officer, Chief Accounting Officer, President and Director

XLI Technologies, Inc. - FORM 10-K - August 19, 2015

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XLI Technologies, Inc. Reports