Each one in plain English, with the numbers worked through for a shareholder.
28 Feb 2019registration revoked▼ BadMajor
The SEC formally revoked XLI Technologies' registration under Section 12(j) for failing to keep up its periodic filings, ending its life as an SEC reporting company - the same enforcement order also revoked two unrelated shells, Apptigo International and Zentric.
XLI Technologies withdrew its pending resale registration statement (filed April 2016) because the terms of the underlying note agreements were changing, and confirmed no shares had ever been sold under it.
CEO James Schramm corrected his own Form 4: the 100,000 Series A Preferred shares he'd reported acquiring on 2016-02-02 were never actually issued, cutting his reported voting power down to his real common-stock holdings (about 3.2 million shares held directly plus 3 million held by his spouse).
XLI Technologies corrected an earlier filing error: the 100,000 Series A Preferred shares it had reported issuing to CEO Schramm in February 2016 were never actually issued or outstanding.
A late, bundled Form 4 covering CEO Schramm's transactions from October 2015 to March 2016 revealed he was the sole owner of Bosch International LLC - meaning the company's founding acquisition was a related-party self-deal, not an arm's-length purchase - and showed him selling stock at $0.25-$0.30/share on the open market even as he separately cancelled large blocks of his own shares.
XLI Technologies took on a third toxic convertible note - $55,556 face value from JMJ Financial for $50,000 cash, convertible at 60% of the lowest recent trading price - while CEO Schramm cancelled another 25,000,000 of his own shares, bringing his total voluntary cancellations to 65,000,000 shares.
XLI Technologies disclosed the mechanics of its RDW Capital financing in full: the notes convert at just 60% of the lowest traded price in the 20 days before conversion, a steep discount structure that increases dilution as the stock price falls.
XLI Technologies expanded its Bosch Technologies distribution rights to 121 Caribbean countries and added solar panels and batteries to the licensed product line, paying with a 5% revenue royalty and 4,700,000 preferred shares (which Bosch said it would pass on to Triton Solar LLC, the original technology source).
CEO James Schramm cancelled 40,000,000 of his own shares and returned them to treasury, cutting total shares outstanding to 65,500,000 - a partial offset to the dilution building up from the company's convertible-note financings.
XLI Technologies entered a much larger convertible-note facility (up to $1,050,000 total) with RDW Capital LLC, drawing a first $250,000 tranche via an 8% note; a placement agent took a cut and the note could later convert into stock, adding to the company's growing convertible-debt overhang.
XLI Technologies amended its October 2015 Bosch International acquisition filing to add the required audited Bosch financial statements and pro forma financial information.
XLI Technologies issued 5,500,000 shares to RMF Empire Inc. (owner of the West Coast Customs brand) under a co-marketing agreement letting each company use the other's trademarks in advertising, plus a non-exclusive license for West Coast Customs to use LightSheets in its promotions.
XLI Technologies raised $250,000 by selling a 12%-interest convertible note to JSJ Investments Inc., convertible into stock starting 180 days later - the first of several deeply discounted convertible-note financings that would substantially dilute shareholders over the following months.
XLI Technologies signed a second licensing deal with Bosch Technologies, LLC, this one for exclusive US/Canada LightSheets distribution rights to the automotive industry.
XLI Technologies' new Bosch International subsidiary signed a licensing deal with Bosch Technologies, LLC for exclusive US/Canada rights to distribute printed LightSheets to the movie/entertainment industry specifically.
23 Oct 2015asset acquisition disposition▲ GoodMajor
New controlling shareholder James Schramm had the company (renamed from Mineria Y Exploraciones Olympia to XLI Technologies, Inc.) acquire Bosch International, LLC - which holds exclusive US/Canada distribution rights for nano-printed 'LightSheets' lighting technology aimed at the entertainment sector - for 25,000,000 shares, abandoning the original gold-exploration business; a later Form 4 shows Schramm himself was Bosch International's sole owner, making this a related-party acquisition rather than an arm's-length deal.
Founder Francisco Antonio Jerez Garcia sold his 50,000,000-share majority stake (67% of the company) to James Schramm for $20,000, with Garcia handing over the CEO and sole-director roles to Schramm - the start of a change of control that would shortly reinvent the gold-exploration shell as a different business entirely.
Mineria Y Exploraciones Olympia's annual report for the year ended 2015-05-31 (its last as a pure gold-exploration shell before the October 2015 change of control) showed cumulative losses of $165,544 since inception, still with no reserves identified and substantial doubt about its ability to continue as a going concern.