UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarter period ended August 31, 2015

 

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

 

For the transition period form __________ to __________

 

Commission File number 333-190652

 

MINERIA Y EXPLORACIONES OLYMPIA, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

(Address of principal executive offices)

 

775-884-9380

(Registrant’s telephone number)

 

N/A

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

 

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

 

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

 

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

  

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

September 30, 2015: 75,000,000 common shares

 

 

 

 

				Page Number
PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)				3
	Condensed Consolidated Balance Sheets as at August 31, 2015 (unaudited) and May 31, 2015				4
	Condensed Consolidated Statement of Operations For the three months ended August 31, 2015 and 2014 (unaudited)				5
	Condensed Consolidated Statement of Cash Flows For the three months ended August 31, 2015 and 2014 (unaudited).				6
	Notes to the Condensed Consolidated Financial Statements (unaudited).				7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				11
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk				18
ITEM 4.	Controls and Procedures				18
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings				20
ITEM 1A.	Risk Factors				20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds				20
ITEM 3.	Defaults Upon Senior Securities				20
ITEM 4.	Mine Safety Disclosure				20
ITEM 5.	Other Information				20
ITEM 6.	Exhibits				21
	SIGNATURES.				22

 

2

 

PART I – FINANCIAL STATEMENTS

 

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying condensed consolidated balance sheets of Mineria Y Exploraciones Olympia, Inc. and Subsidiary at August 31, 2015 (with comparative figures as at May 31, 2015) and the condensed consolidated statements of operations and cash flows for the three months ended August 31, 2015 and 2014, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Operating results for the three months ended August 31, 2015 are not necessarily indicative of the results that can be expected for the year ended May 31, 2016.

 

3

  

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		August 31, 2015				May 31, 2015
		(Unaudited)
ASSETS
CURRENT ASSETS
Total Current Assets		$	-			$	-
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable		$	17,429			$	14,712
Advances from related parties			83,753				75,832
Total Current Liabilities			101,182				90,544
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			(176,182	)			(165,544	)
Total Stockholders’ Deficiency			(101,182	)			(90,544	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	-			$	-

 

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

 

4

 

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the three months ended August 31, 2015				For the three months ended August 31, 2014
REVENUES		$	-			$	-
EXPENSES
General and administrative expenses			10,638				27,114
NET LOSS		$	(10,638	)		$	(27,114	)
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 condensed consolidated financial statements.

 

5

 

MINERIA Y EXPLORACIONES OLYMPIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the three months ended August 31, 2015				For the three months ended August 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(10,638	)		$	(27,114	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related parties			7,921				97
Changes in operating assets and liabilities:
Prepaid expense			-				2,226
Accounts payable			2,717				2,827
Net Cash Used in Operating Activities			-				(21,964	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties			-				25,000
Net Cash Provided by Financing Activities			-				25,000
Net Increase in Cash			-				3,036
Cash at Beginning of Period			-				14,718
CASH AT END OF PERIOD		$	-			$	17,754

 

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

 

6

 

MINERIA Y EXPLORACTIONES OLYMPIA, INC. AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2015

(Unaudited)

 

1.	ORGANIZATION AND BASIS OF PRESENTATION

 

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

 

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

 

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

 

The interim financial statements for the three months ended August 31, 2015 and 2014 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements for the year ended May 31, 2015, as filed with the SEC.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Method

 

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

 

Consolidated Financial Statements

 

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

 

7

  

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 August 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.

 

8

   

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.

 

9

  

Environmental Requirements

 

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

 

Recent Accounting Pronouncements

 

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

 

3.	SIGNIFICANT TRANACTIONS WITH RELATED PARTIES

 

During the three months ended August 31, 2015 and 2014, the Company’s sole director paid $7,921 and $97, respectively, for operating expenses, on behalf of the Company. Total advances from related party were $83,753 as of August 31, 2015 and $75,832 as of May 31, 2015. These amounts are non-interest bearing and payable on demand.

 

4.	GOING CONCERN

 

The Company has incurred accumulated losses since inception of $176,182, has a working capital deficit of $101,182 and will need additional working capital to accomplish its intended purpose of exploring its future 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.

 

10

  

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

11

  

Mineria Y Exploraciones Olympia, Inc. was incorporated on August 22, 2012 under the laws of the State of Nevada and is currently in good standing with the Secretary of State. On September 2, 2012 the Company incorporated a wholly owned subsidiary in the Dominican Republic named Consorcio de Mineria & Exloraciones Olympia, SR. Though its subsidiary the Company acquired the mineral rights to the Olympia located north of the city of Santo Domingo in the Dominican Republic. In order to determine if there existed any mineralization on the Olympia the subsidiary undertook ground exploration in the early part of 2013 and in February obtained a geological report authored by Hilario Santos Sosa, Professional Geologist. Based on these results the Company undertook a further sampling program in the fall of 2013. During the year ended May 31, 2015, the Director of Mines for the Dominican Republic cancelled the Company’s interest in the minerals located on the Olympia resulting in the Company having no further interest in the minerals thereon. Nevertheless, the Company is seeking to locate another mineral claim either in the Dominican Republic or another jurisdiction.

 

Sadler, Gibb & Associates, Inc. has stated in their audit report dated August 18, 2015 there is substantial doubt about our ability to continue as a going concern. The 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 did not produce any revenue from the Olympia prior to the Company’s rights being cancelled by the Director of Mines for the Dominican Republic. Therefore we must seek other sources of funds other than from any future mineral property we acquire in order for us to be a going concern. One way is to seek funds from new investors or to have our current director and officer advance funds to us in addition to the funds he has already advanced to the Company being $75,000.

 

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

 

Overview

 

Mineral claim

 

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

 

Employees

 

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

   

Research and Development Expenditures

 

We have not incurred any research expenditures since our incorporation.

 

12

  

Patents and Trademarks

 

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

 

The Company’s Main Product

 

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

 

Plant and Equipment

 

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

 

PLAN OF OPERATIONS

 

Our financial commitments for the next twelve months consist of primarily related expenses continuing to be a reporting company, various expenses required to maintain the Company during the next twelve months and approximately $10,000 associated with the identification of a new mineral claim for a total estimate of outlay of funds of $61,454 with no offsetting cash on hand to reduce the amount needed. Including the identification of a new mineral claim, we will have to incur the following estimated expenses over the next twelve months:

 

Expenses			Amount				Description
Accounting			$	4,725			Fees to the independent accountant for preparing the quarter and annual financial statements to be reviewed and examined by the independent accountants.
Audit				12,500			Review of the quarterly financial statements and examination of the annual financial statements.
Claim - mineral				10,000			To identify and obtain the mineral rights to a replacement claim for the Olympia Gold Claim.
Legal				5,000			Estimated legal expenses for the forthcoming year.
Edgar filing service fees				7,400			Engagement of Edgar service entity to file reports with the SEC; future Forms 10-K and 10-Q.
Office				1,000			General office supplies.
Transfer agent’s fees				2,400			Annual maintenance fee and preparation of share certificates and other documents periodically required.
Miscellaneous				1,000			Printing, photocopy and courier.
Estimated expenses				44,025
Payment to third parties				17,429			As of August 31, 2015
Cash Requirements			$	61,454

 

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

 

13

  

RESULTS OF OPERATIONS

 

Foreign Currency and Exchange Rates

 

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

 

Results of Operations for the three months ended August 31, 2015 and 2014.

 

The expenses incurred for the three months ended August 31, 2015 and 2014 are shown as follows:

 

Expense		Three months ended August 31, 2015				Three months ended August 31, 2014
Accounting and audit		$	7,075			$	6,575
Edgarizing			885				1,013
Filing fees			764				764
Legal			-				2,170
Office			314				311
Transfer agent fees			1,600				15,696
Travel			-				585
Total		$	10,638			$	27,114

 

Liquidity and Capital Resources

 

As of August 31, 2015, the Company had no cash, with outstanding debt to creditors of $101,182 including $83,753 owed to related parties representing a negative working capital of $101,182.

 

We have previously indicated that there is substantial doubt about our ability to continue as a going concern since we will require additional working capital to undertake our planned objectives. At the present time, we do not have adequate funds to meet our financial obligations over the next twelve months and to undertake further exploration work on the Olympia.

 

We need funds to stay in business and will have to investigate other avenues of raising funds. Several methods available to the Company are for our sole director and officer to advance the needed funds to the Company, in addition to the $75,000 he has already advanced, to meet its financial obligations over the next twelve months or to undertake a further issuance of shares. No decision in this regard has been made by management. If funds are not available the Company will have to cease operations and lose the rights to the minerals on a new mineral claim.

   

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.

 

14

 

Milestones We Must Achieve

 

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

 

1.	Incorporated a wholly owned subsidiary in the Dominican Republic and identified through our director the Olympia.
2.	Undertook two exploration programs on the Olympia wherein soil, rock and sediment samples were taken 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 previously undertaken and is awaiting the results therefrom. This program cost approximately $19,000. Unfortunately the rights to the minerals on the Olympia were cancelled by the Director of Mines.
4.	The Company became a reporting company on December 17, 2013.
5.	Consolidated financial statements for various periods required to be filed with the SEC by a reporting company.
6.	The Company has now obtained a quotation on the OTC Bulletin Board.
7.	To seek out and acquire a new mineral claim to replace the Olympic claim.

 

Risk Associated with other mineral claims identified in the future.

 

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

 

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

 

In the future any new mineral property acquired by the Company might not be of the tonnage nor grade to make it profitable to mine it. Without the tonnage or grade there is no point in our Company trying to mine and sell the mineral on a new mineral claim. Another factor which must be borne in mind is that the world price for minerals fluctuates on a daily bases and hence even if the tonnage and grades are there the price per ounce might be too low to make it worthwhile for us to extract the minerals. For example, between 2013 and 2015 international gold prices have decreased in value significantly and there is no certainty that they will again rise to their previous prices.

 

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

 

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

 

15

  

Critical Accounting Policies

 

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

 

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

 

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

 

Recent Accounting Pronouncements

 

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

 

Trends

 

Management is unaware of any trends either currently or in the past which will have an impact on our operations.

 

Public Market for Common Stock

 

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

 

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

 

16

  

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

 

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

 

Holders of Our Common Stock

 

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

 

Rule 144 Shares

 

Since selling 25,000,000 common shares registered under the registration statement, Mr. Garcia may sell under Rule 144 the remaining 50,000,000 common shares he has so long as he adheres to the requirements of Rule 144. The requirements are as follows:

 

1.	Mr. Garcia must hold the restricted shares for a certain period of time. Since our Company is a “reporting company” in that it is subject to the reporting requirements of the Securities Act of 1934, then Mr. Garcia must hold the securities for at least six months. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to the restricted 50,000,000 shares held by Mr. Garcia. This does not include unrestricted shares purchase by Mr. Garcia in the public market. But the resale of his shares as control securities is subject to other conditions of the rule.
2.	There must be adequate current information about our Company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
3.	Since Mr. Garcia is an affiliate, the number of equity securities he may sell during any three month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on the stock exchange, the greater of 1% of the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
4.	Sales of the shares of Mr. Garica must be handled in all respects as routine trading transactions, and brokers may not receive more than the normal commission. Neither Mr. Garcia nor the broker can solicit orders to buy the securities.
5.	Mr. Garcia must file notice of the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months from filing the notice and, if the securities have not been sold, Mr. Garcia must file an amended notice.

 

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

 

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

 

Registration Rights

 

We have not granted registration rights to any person.

 

Dividends

 

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

 

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, which is our Chief Executive Officer/ Chief Accounting Officer, both being the same individual, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of August 31, 2015 (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer/Chief Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting.

 

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

 

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as noted below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the three months ended August 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects

 

Material Weaknesses

 

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

 

1.	Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of August 31, 2015, we did not have an audit committee nor a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.
2.	Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.
3.	There is no system in place to review and monitor internal control over financial reporting. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

 

Changes in Internal Controls

 

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

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not engaged in any legal proceedings.

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

There has been no change in our securities since the fiscal year ended May 31, 2015.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable

 

ITEM 5. OTHER INFORMATION

 

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

 

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ITEM 6. EXHIBITS

 

(a) (3) Exhibits

 

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

 

3(i)	Articles of Incorporation (incorporated by reference from Mineria Y Exploraciones Olympia’ Registration Statement on Form S-1 filed on August 16, 2013, Registration No.333-190652)
3(ii)	By-laws (incorporated by reference from Mineria Y Exploraciones Olympia’ Registration Statement on Form S-1 filed on August 16, 2013, Registration No. 333-190652)
31.1	Certification of Chief Executive Officer/Chief Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certification of Chief Executive Officer/Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS	XBRL Instance Document (*)
101 SCH	XBRL Taxonomy Extension Schema Document (*)
101 CAL	XBRL Taxonomy Extension Calculation Linkbase Document (*)
101 LAB	XBRL Taxonomy Extension Labels Linkbase Document (*)
101 PRE	XBRL Taxonomy Extension Presentation Linkbase Document (*)
101 DEF	XBRL Taxonomy Extension Definition Linkbase Document (*)

 

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SIGNATURES

 

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

 

		MINERIA Y EXPLORACIONES OLYMPIA INC.
		(Registrant)
Date: September 30, 2015		“Francisco Antonio Jerez Garcia”
		FRANCISCO ANTONIO JEREZ GARCIA Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President and Director

 

 

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