XLI Technologies, Inc. company history: the story so far

History

A Nevada gold-exploration shell became a lighting-technology company through a related-party deal, funded itself with discounted convertible notes, stopped filing, and lost its SEC registration in 2019.

2013-2015: A gold shell changes hands

The company began as Mineria Y Exploraciones Olympia, Inc., a newly incorporated Nevada gold-exploration business working through a subsidiary in the Dominican Republic. In August 2013 it filed a registration statement for the resale of 25,000,000 shares by its sole director at $0.002 each, up to $50,000. The company would receive no proceeds. Its share count stood at 75,000,000 at the end of 2013 and 2014. The record for those years is otherwise quiet.

In October 2015 founder Francisco Antonio Jerez Garcia sold his 50,000,000 shares, 67% of the company, to James Schramm for $20,000 and handed him the CEO and sole-director roles. Days later the company, renamed XLI Technologies, Inc., bought Bosch International, LLC for 25,000,000 shares. Bosch International held exclusive US and Canada distribution rights to nano-printed 'LightSheets' lighting technology aimed at the entertainment sector. The gold-exploration business was abandoned. Share count rose to 100,000,000 by the end of 2015.

2015-2019: Convertible notes and revocation

The new business was funded by convertible notes, which are loans that can be repaid in stock, here at steep discounts to the market price. In December 2015 the company raised $250,000 from JSJ Investments. In February 2016 it agreed a facility of up to $1,050,000 with RDW Capital LLC and drew a first $250,000. In April 2016 it took a $55,556 note from JMJ Financial for $50,000 in cash, convertible at 60% of the lowest recent trading price.

During this period Schramm cancelled some of his own shares, 65,000,000 in total by April 2016. The year-end 2016 count was 40,500,000, a figure the beats do not fully explain.

A late Form 4 filed in April 2016 showed that Schramm had been the sole owner of Bosch International, so the founding acquisition was a related-party deal rather than an arm's-length purchase. It also showed him selling stock on the open market at $0.25 to $0.30 a share while cancelling other blocks.

The company withdrew a pending share registration in January 2017 while note terms were being renegotiated, and then stopped filing. On 28 February 2019 the SEC revoked its registration for failing to file periodic reports, ending its life as an SEC reporting company. The order also covered two unrelated shells, Apptigo International and Zentric.

Written from the 8 story beats below (2013 to 28 Feb 2019), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201940.5m shares · US$81k market cap

28 Feb
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.
registration revoked
40.5m shUS$81k

201640.5m shares · US$5.8m market cap

26 Apr
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.
director interest notice
40.5m shUS$5.8m
19 Apr
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.
capital raising announcement
40.5m shUS$5.8m
1 Feb
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.
capital raising announcement
106m shUS$106m

2015100m shares · US$102m market cap

11 Dec
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.
capital raising announcement
100m shUS$102m
23 Oct
Days after James Schramm bought control, the company acquired Bosch International, LLC for 25,000,000 restricted shares. Bosch holds exclusive US and Canada distribution rights for nano-printed 'LightSheets' lighting for the entertainment sector, and the company abandoned gold exploration and approved a name change to XLI Technologies.
asset acquisition disposition
75.0m sh
20 Oct
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.
business combination
75.0m sh

201375.0m shares

16 Aug
Mineria Y Exploraciones Olympia, a Nevada gold-exploration start-up with a Dominican Republic subsidiary, filed an S-1 to register 25,000,000 shares for resale by its sole director at $0.002 each (up to $50,000). The company would receive no proceeds.
securities registration
75.0m sh