10-Q

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 May 31, 2016

 

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

For the transition period form __________ to __________

Commission File number 333-194322

RECURSOS QUELIZ, INC.

(Exact name of registrant as specified in its charter)

Nevada	30-0818620
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Las Caobas, 4^th St., No. 24, Puerto Plata, Dominican Republic

(Address of principal executive offices)

809-970-2353

(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 x No ¨

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:

June 30, 2016: 90,000,000 common shares

		Page Number
PART I. FINANCIAL INFORMATION		3
ITEM 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as at May 31, 2016 and August 31, 2015	4
	Condensed Consolidated Statements of Operations For the three and nine months ended May 31, 2016 and 2015	5
	Condensed Consolidated Statements of Cash Flows For the nine months ended May 31, 2016 and 2015	6
	Notes to the Condensed Consolidated Financial Statements	7
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	25
ITEM 4.	Controls and Procedures	25
PART II. OTHER INFORMATION		27
ITEM 1.	Legal Proceedings	27
ITEM 1A.	Risk Factors	27
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3.	Defaults Upon Senior Securities	27
ITEM 4.	Mine Safety Disclosure	27
ITEM 5.	Other Information	27
ITEM 6.	Exhibits	28
	SIGNATURES.	29

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PART I – FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

The accompanying condensed consolidated balance sheets of Recursos Queliz, Inc. at May 31, 2016 (with comparative figures as at August 31, 2015) and the condensed consolidated statements of operations for the three and nine months ended May 31, 2016 and 2015 and the condensed consolidated statements of cash flows for the nine months ended May 31, 2016 and 2015 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 nine months ended May 31, 2016 are not necessarily indicative of the results that can be expected for the year ended August 31, 2016.

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RECURSOS QUELIZ, INC.

Condensed Consolidated Balance Sheets

	May 31, 2016			August 31, 2015
	(Unaudited)			(Audited)
Assets
Cash	$	13,149		$	30,774
Total assets	$	13,149		$	30,774
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	27,663		$	20,308
Advances from related party		100,976			75,844
Total current liabilities		128,639			96,152
Stockholders' Deficit:
Common stock 400,000,000 common stock authorized, $0.001 par value; 90,000,000 common shares issued and outstanding		90,000			90,000
Deficit accumulated		(205,490	)		(155,378	)
Total stockholders' Deficit		(115,490	)		(65,378	)
Total Liabilities and Stockholders' Deficit	$	13,149		$	30,774

See accompanying notes to the condensed consolidated financial statements

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RECURSOS QUELIZ, INC.

Condensed Consolidated Statement of Operations

(Unaudited)

	For the three months ended May 31, 2016			For the three months ended May 31, 2015			For the nine months ended May 31, 2016			For the nine Months Ended May 31, 2015
Revenue	$	-		$	-		$	-		$	-
Expenses
Exploration costs		12,980			5,700			12,980			13,028
General and administrative Expenses		22,896			7,512			37,132			18,279
Total expenses		35,876			13,212			50,112			31,307
Loss from operations	$	(35,876	)	$	(13,212	)	$	(50,112	)	$	(31,307	)
Net loss per common share:
Basic and diluted	$	(0.000	)	$	(0.000	)	$	(0.000	)	$	(0.000	)
Weighted average common shares outstanding:
Basic and diluted		90,000,000			90,000,000			90,000,000			90,000,000

See accompanying notes to the condensed consolidated financial statements

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RECURSOS QUELIZ, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months ended May 31, 2016			For the nine months ended May 31, 2015
Operating Activities
Net loss	$	(50,112	)	$	(31,307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
- accounts payable		7,355			2,075
- payment of expenses by related party		25,132			312
Net Cash used in operating activities		(17,625	)		(28,920	)
Net decrease in cash		(17,625	)		(28,920	)
Cash, beginning of period		30,774			37,427
Cash, end of period	$	13,149		$	8,507
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See attached notes to the consolidated financial statements

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RECURSOS QUELIZ, INC.

Notes to the Condensed Consolidated Financial Statements

May 31, 2016

(Unaudited)

1. Basis of presentation and Nature of operations

The accompanying consolidated financial statements of Recursos Queliz, Inc. ("Recursos" or "the Company") have been prepared in accordance with generally accepted accounting principles in the United States for nine months ended May 31, 2016. The Company has a wholly-owned subsidiary called El Caporal Management, SRL which was incorporated in the Dominican Republic on September 28, 2012.

Recursos was incorporated under the laws of the State of Nevada on September 20, 2012 for the purpose of acquiring and developing mineral properties. The Company's planned principal operations have not yet begun.

The condensed consolidated financial statements present the balance sheets, statements of operations and cash flows of the Company. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

In the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period ended May 31, 2016 presented have been reflected herein

Going concern

These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At May 31, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $205,490 since its inception, had a negative working capital position of $115,490, and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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RECURSOS QUELIZ, INC.

Notes to the Condensed Consolidated Financial Statements 

May 31, 2016 

(Unaudited)

1. Basis of presentation and Nature of operations - continued

Going concern - continued

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through the issuance of shares to its sole officer and advances from the Director himself. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

2. Mineral property rights

The Company has acquired the mineral rights to the La Mina located in the Provinces of Santiago and La Vega in the Dominican Report. The cost to acquire La Mina was $10,000.

3. Recent accounting pronouncements

The company has evaluated the recent accounting pronouncements issued through the issuance of these financial statements, and the Company does not expect that the effectiveness of any of these changes will have a material impact on the Company's financial position, or statements.

4. Significant transactions with related party

During the nine months ended May 31, 2016, the sole director and officer made advances of $25,132 to the Company but is owed for prior advances an amount of $75,844. These advances are non-interest bearing and payable on demand.

The sole director and officer of the Company had orginially acquired 100% of the common stock issued. In March 2015, he sold 20,000,000 common shares to other investors resulting in the director owning 78% of the issued and outstanding shares.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and their corresponding notes included elsewhere in this Form 10-Q. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

Recursos Queliz is a start-up company. We were incorporated in the State of Nevada on September 20, 2012. Previously we held the rights to the mineral rights to the Queliz Concession before it was cancelled by the Director of Mines for the Dominican Republic. The Company incorporated a wholly-owned subsidiary in the Dominican Republic on September 28, 2012 named El Caporal Management, SRL. which originally held the mineral rights to the Queliz concession.

The following discussion should be read in conjunction with the information contained in the financial statements of Recursos Queliz, Inc. ("Recursos" or the "Company") and the notes which form an integral part of the financial statements which are attached hereto.

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 September 20, 2012.

Our offices are located at 4st Street, No. 24, Puerto Plata, Dominican Republic and can be reached at 809-970-2353.

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;

 

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(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.

We previously have undertaken two surface exploration programs on the Queliz Concession. The first was in September 2012 and the second was in August 2013. Both these exploration programs comprised obtaining soil, sediment and rock samples from various areas of the Queliz Concession. Unfortunately the Director of Mines in the Dominican Republic decided to cancel our rights to the minerals on the Queliz concession and hence we have no further rights to such minerals. Nevertheless the Company has acquired the mineral rights to La Mina located in the Provinces of Santiago and La Vega in the Dominican Republic.

We have a limited operating history and have not yet generated or realized any revenues from our activities. We are in the early stages of exploration, and there is a reasonable likelihood no revenue will ever be derived from La Mina in the future. Even if exploration were successful, comprehensive economic and legal studies would also have to demonstrate the feasibility of production.

Our financial statements contained in this Form 10-Q have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. No adjustments have been included in the financial statements; these adjustments would be necessary if we could no longer continue as a going concern.

Our auditors have issued a going concern opinion. In other words, there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional financing. This is because we have not generated any revenues and no revenues are anticipated until we, if ever, locate a source of valuable minerals, extract them and sell them. Thus, we incurred a net loss from September 20, 2012 (inception) to May 31, 2016 of $169,614. To continue, we must raise cash from other sources.

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PROPERTY

We presently have the mineral rights to La Mira property.

It is located in the Provinces Santigo and La Vega, municipality San Jose de las Matas and Jarabacoa, municipal district of Las Placetas and Manabao, sections Mata Grande, Jamamu and La Cienaga, and the Villages of Guacaritas, Rancho al Medio, Los Apostentos, El Valle, La Mina, Moshosa, Montellano, Jamamutico, Boca de los Rios and Los Tablones.

Geology of the Region

The mineralization of greater economic interest in the Dominican Republic correspond to massive sulphide ores of hydrothermal replacements and laterite concentrations. The massive sulphides are preferentially located in the Maimon Formation and formations Los Ranchos, Duarte, Tireo and Peralvillo. In the Maimon Formation have identified several Prospects Massive Sulphide mineralization such as: Cerro Maimon Loma Barbuito and Heavy.

The epithermal mineralization are preferably in the Formations Los Ranchos and Tireo, where you can highlight the tank sulphides Pueblo Viejo (Au, Ag, Zn) the deposit of Managua (Au, Ag) Deposits and Centenario (Au) and Candelones (Au).

The case of Pueblo Viejo is very particular, if the hypothesis that relates to Maar is true, the chances of a similar system there are very limited. If the situation in which the epithermal system associated with massive sulfide and acidic domes is correct, then there are more chances of finding similar systems.

The assessment of areas with mining potential of metallic minerals is related to geodynamic processes developed in Hispaniola, in origin related to plate tectonics. The evolution of the Caribbean Plate presents different episodes of continuous transformation, this evolution is also lithological with input from volcanic material and intrusion of plutons and subsequent metamorphic process. During these developmental periods affected include between Hispaniola island arc formation in the Upper Jurassic and Cretaceous to Eocene, although there is evidence of Quaternary volcanism without major contributions of metallic ores.

The most representative tectonic events are associated with the contribution of volcanic rocks and large primary guidelines where this feature is in line with its geotectonic framework that is particularly favorable to the formation of various types of mineralization, many with great importance and economic significance. The global metallogenic analysis match the extraordinary fertility of the fields of island arc for the genesis of mineral deposits, especially regarding major types, such as hydrothermal volcanogenic massive sulfide (VHMS), epithermal, porphyry copper deposits including.

To obtain positive results in the exploration program, efforts will be directed to develop a mining project of exploitation of metallic minerals, to meet the current needs of the international market.

Exploration Program Proposed

In order to meet the principal conditions and logistical details, geological, petrological, chemical, mineralogical and assess the probable and exploitable reserves Rock of interest in targeted areas, besides establishing a fundamental principle of social conditions and environmental policies available for the project in question, referred the following activities.

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1.1.  Planning

In the management work, we will rely on the basic information, from technical research and / or scientific area or close to it and consulting thematic mapping of the area. The analysis of this information will allow us to establish a geological model of the reservoir, and thus determine the logistics to develop during the scanning process. This information is required to identify areas with mining potential, plus you may define areas that warrant further study in detail.

1.2. Geological Survey

To have a better understanding of project success, we will do a series of evaluation studies and collection of information in order to know all the geological, mineralogical and structural area of interest and surroundings were made, a geological survey of semi detailed will be made, aimed at identifying the main existing lithological units and make systematic sampling in order to differentiate varieties of rock lithology interest and to demarcated according to their physical characteristics and chemical composition, and develop a geological model that allows us to infer their behavior from the sub-soil, topography correlating with outcrops identified and grouping it by interest group, according to the demands and solutions satisfaction.

1.3. Exploration

The exploration phase of the mining project will be in two stages, regional and detail. The first is the recognition of lithologic units in the area, determining its extent and thickness and fracturing associated with larger structures such as faults.

A regional sampling will be made in photogeological scale in the plan 1 / 20,000.00. Exploring in detail consist of a selective sampling of rocks and active sediments to determine their metallogenic characteristics, in the same manner, stratigraphic columns of geological formations will arise calicatas be planned, nets for soil sampling was conducted, and all this field information will be done with GPS.

The exploration phase will conclude with geological-mining information, where the reservoir model is presented, and the geophysical and / or drilling campaigns are designed, the volume of potential reserves are determined, the overburden will be estimated and economic viability of the mining project will be assessed.

It also includes the set of activities that allow access to (the) site (s) and the establishment of basic infrastructure for the mining project, this includes the acquisition of mineral rights and environmental permits to start mining, detailed design and construction of supports, as well as machinery, budgeting, and economic viability.

After performing all basic studies to detailed engineering we will begin with preliminary work in the area where the fronts to undermine and its facilities are located. Among the highlights infrastructure access roads, networks of power and drinking water, the ground for the installation of the processing plant, the area of collection of raw materials and waste dumps for recovery of mined fronts.

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1.4. Exploration Program

In order to achieve the main logistics, geological and mining details, we have scheduled a plan of geological and mining work to be done in the area of the Concession Exploration for Minerals and Precious Metal (Gold, Silver, Copper, Zinc and Lead), called "LA MINA", in addition to assessing the socio-economic and environmental conditions that currently exist in the area of the mining project.

1.4.1. General Recognition

The purpose of this phase is to delineate areas of interest that must be priority targets for a detailed study. This stage include the definition of regional geological environment and mining, using as point maps and existing items obtained from the previous compilation phase. The purpose is to understand the high-grade mineralization.

It is planned to map scale 1 / 20,000.00 of geological formations, structures, alterations and occurrences of mineralization to locate all representative outcrops in the area, while conducting geochemical sampling of mineralized outcrops and altered. These activities will be supported by the database collected during the compilation, including satellite imagery and aerial photographs. The photographs will be used alongside the available topographic maps, GPS receivers and polygon drawn with compasses and tapes countryside location.

The fieldwork will be conducted by geologists, prospectors assisted by technicians and local labor, forming brigades of field, to which they are assigned specific areas. These teams will be structured based on logistical convenience, and as it progresses the proposed program, will be gathering information in a database to be closing anomalies discovered.

1.4.2. Rocks and Sediment Sampling Assets

During this phase, a detailed sampling of rocks and sediments assets to complement previous work in the area program will be implemented. River sediments will be collected both permanent and seasonal streams. Initially, a pilot study, in each sampling one sifted sample and a concentrated punt will collect and examine which exists among the best signal geochemical anomalies. We anticipate at this stage to collect approximately one sample per stream or ravine, which could mean an approximate sampling to 5 samples per square kilometer, or requiring the area.

Samples shaped rock chips will be taken from any or altered mineralized outcrop is located. These samples will be taken at the discretion of the leading field geologist to obtain a representative specimen of mineralization and / or alteration. Rock samples will be taken along gutters, cut through the mineralized outcrops and / or altered.

Rock samples and sediments will be stored in plastic bags, labeled for identification, packaged and sent for chemical analysis through a chain of custody to a laboratory accreditation and international solvency, we can ensure data consistent and reliable exploration, and allow us track progress in real-time results to be closing or expanding areas of anomalies.

Samples will be analyzed by atomic absorption or induced multiple elements plasma, among which include Au, Ag, Ba, Bi, Cd, Co, Cu, Fe, Ga, Hg, In, Pb, Sb, Sn, Te, W, Zn, and other indicators of mineralization associated with the type of deposit explored.

The results of the analysis are plotted together to geology, in detailed maps of anomalies and limits of these anomalies will be determined mediantes geostatistical analysis of the samples.

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1.4.3. Cutting Lines and Soil Sampling

During this phase of mapping it is planned to establish one or more meshes soil sampling due to the efficiency of this method of exploration to define areas of hidden mineralization, covered by soil or weathering. The grid or mesh will be established with topography and surveying using precision equipment such as traffic type total station and / or differential GPS. The sampling interval to be used, typically in the order of 50-200 meters apart lines and from 25-100 meters between samples.

Soil samples will be taken into wells dug by hand with pick and shovel or hand holes using Auger type, from a depth of about 50 Cms., Or enough to sample the horizon "B" of the soil profile. Like rock samples and sediments, soil samples will be sent on the same basis for analysis to an accredited laboratory with recognized international standards of quality.

1.4.4. Detailed Geological Mapping

During this phase, we will develop detailed maps at 1: 10,000 or of larger outcrops and cuts along roads, drainage, firm and so on. Will be taken detailed structural measures, including stratifications, faults and joints, folds, foliations and addresses of veins. Simultaneously a systematic geochemical sampling along continuous gutters or chip on outcrops are performed.

As a basis for this detailed mapping will be used aerial photos, GPS receivers and detailed topographic maps as well as a network of local control surveying points along a grid or mesh established specially for this purpose.

Throughout the exploration program a vast precaution is taken to ensure quality control in the collection and analysis of samples, especially rocks, by including verification testing with known standards and random repetition of a number of samples for ensuring the accuracy of the analytical methods.

The results of chemical analyzes will be plotted in a digital format previously designed to complement previous work, and using computer programs specially designed for this purpose.

The results will be statistically analyzed to extract the three-dimensional anomalies of interest to them. Similarly, the results will be periodically checked by routine checkups in separate laboratories.

1.4.5. Pits and trenches

Digging pits and / or trenches on areas where it is necessary to expose rocks covered by soil and vegetation will be considered. The excavations will be carried out using a hydraulic backhoe or manually. This motor is compact and does not require access preparation. We will cut loose soil to 2.80 m (9'2''feet) deep to learn more about soil and subsoil, considering that there is no pattern yet to define where the first ends and begins the second.

The outcrops and areas of mineralization and / or discovered alterations during this activity will be mapped in detail and extensively sampled. The samples will be processed and analyzed in a similar way to the gutters and / or rock chip collected in the program of detailed mapping and geochemistry.

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For this activity, while the works are in progress we will implement security measures such as fencing work areas and mark them properly, in order to restrict access to the work area to authorized personnel only. Once we have completed the work of excavation, mapping and sampling of the trenches and / or pits, a program of claim impacted areas will be conducted. This will include filling the trenches and / or pits used for the same purposes extracted material, restoring soil and topsoil removed and replanted with grass, shrubs and / or endemic plants.

1.4.6. Geophysics

Induced polarization (IP) by the time domain technique that provides power to the ground with a pulse of alternating square wave upon shall be determined by current injection apparent resistivity bulk soil to identify metal mineralization related ground and calculated from the input current and voltage primary measures mineralized zones and ensure other studies such as drilling, which will allow us to confirm, across the mineralization identified at depths and model them with surface results their similarities with relatively strong anomalies. Also will be identified and confirmed the structures or failure and abnormal concentrations for the Exploration Concesion (Gold, Silver, Copper, Zinc and Lead), called LA MINA.

1.4.7. Drilling

A first phase of exploratory drilling include at least about 4200.00 meters of diamond drilling on priority areas. It is not possible without a priori knowledge of the geology of the area and the proposed program of geophysics, determine the specific parameters of each probe, which will be distributed according to the anomalous areas and disturbed mineralization identified, but one would expect that most of these exceeding 150 meters. The polls will in diameter NTW (2,205 Sch. (5.61 Cms.)) Method that guarantees a 38.00% increase in the diameter of the resulting core NQ model, since it is characterized as a cut thin wall, increasing the cutting efficiency and recovery.

The orientation of these will be determined by the geological conditions of the explored areas and the results of the geophysical program.

The reason for choosing this drilling system is the versatility with which you can move this drill to remote or inaccessible places, without having to develop or build access roads, equipment can also be disassembled and built by hand, and space required, which shall never exceed 25.00 Mts2 addition to this equipment requires approximately 20.00% of tork, resulting in a significant drop in fuel consumption.

Because the perforations require water for circulation and cooling of the drill, it will be obtained from local surface sources. This water will be pumped up to drilling platforms, which will enter into a semi-closed circuit. Water will enter the circuit only when the poll and not re-circulate to the surface, but it infiltrates into the well. Fluid within the circuit is usually added drilling additives based on biodegradable polymers and bentonite clays. Cement may be used to control cavities and collapse of the probes to how to stabilize the direction of drilling or prevent leakage of water therefrom. These products are non-toxic and rapidly degradable, however will be treated with extreme caution and will be used in the minimum quantities required and the time when circumstances so require.

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The drilling program will be carried out under the constant supervision of geologists to ensure the quality of work and compliance by the contractor with the standards of environmental protection and safety set by the developer of the award.

The exploration will be mapped to locate progress and depth deviation. After completion of the wells will be jacketed with PVC plastic, a way to ensure that no occurrence of future accidents and ensure, if required, test some method of three-dimensional geophysical or any other study.

1.4.8. Evaluation of Results

Once the exploration program completed, all information generated by the laboratory analysis will be compiled into a specialized computer system. Vertical sections and plan be developed and a three-dimensional model of the mineralization. Similarly the economic potential of any found reservoir is modeled using geostatistical methods.

Possible extensions of mineralization and the occurrence of other previously unrecognized mineralized zones were considered. Based on these interpretations the next phase of the program will be designed, if the results obtained to date warrant will be a reserve evaluation using reverse circulation drilling. To complement this program drilling with diamond cutting and retrieval purposes witnesses detailing the geological knowledge of the area will continue.

If the drilling results continue to provide positive information, they will not stop until both are not managed through the mineralized zone, and the next step, once you have located a significant mineral resource is to conduct a preliminary feasibility study and consider all possible scenarios for an eventual mining operation.

1.4.9. Calculation of Mineral Reserves

From the geological information obtained and the contributions obtained from the test pits and boreholes in the area, we will select the áreas with greater potential and delimit deposits most relevant sites.

Thus determine the probable reserve of the Concesion Exploration for Basic and Precious Metals and Minerals (Gold, Silver, Copper, Zinc and Lead), called "LA MINA" to define lifetime, compared to operating model predefined would last the reserve of (the) site (s), determining all relevant investments at short, medium and long term.

1.5. Making Bi-annual and Annual Reports

To comply with the provisions of Article 72 of the Mining Law No. 146, dated 4 June 1971 and Regulation No. 207-98, we will submit to the Directorate General of Mines, Three (03) Semiannual Reports with the progress of major exploration activities during the three (03) years of this application. These reports will supply any additional information on progress related to development in the present application where Mining Concession is located.

The Interim Report will present the progress of exploratory work which will include the sequence of activities and expenditures.

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The Annual Reports, will inform the results obtained during the period, including sampling, surveying and geological correlations, screening methods employed for localization and definition of deposits of mineral substances.

It is anticipated that during the first three years of exploration we will have enough information to decide whether waiving the requested area or an exploitation concession is requested.  

1.6. Socio-Economic Environmental Study

In order to know in details all the features of the area to evaluate, we will make a general recognition of it, where we will measure:

1.6.1. Flora and Fauna

First you must know the vegetation of the area, what are the endemic plants of the region and where the main aquifer runoff are, for the purpose of making an inventory of the flora and fauna and in the future have defined the remediation plan it would be implemented at project completion.

1.6.2. Population

Population of major communities and their modus vivendis, main sources of income, profits or scope of communities regarding the possession of services such as electricity, drinking water supplies and other benefits, is a fundamental part of the study to be performed.

1.6.3. Ways of Communication

Major roads, be it roads and highways and conditions, will be essential for the advancement of the exploratory work guidance, as these allow us to have a major advance, allowing us to penetrate different areas, which will be the starting point for areas.

1.7. Economic Feasibility Study Project

With all aspects of both geological, mining, technological, environmental, logistical and social acquaintances, field studies will be prepare in orderto establish the economic feasibility for implementation of the project.

In this context, we will prepare a study of the market or the products and sub-products derived from the operations at local, regional and international levels to quantify all the costs associated with the production, the level of investment required for the development will be defined and implementation, and in the same way, parameters to measure the level of desirability or feasibility of using the investment needed in implementing the project evaluated and the return of the capital invested will be calculated.

17

 

1.8. Exploitation Concession Application

Geological explorations in the requested área called "LA MINA" has positive results, ie one or more anomalies and / or damage to metallic minerals with a law that allows a rational exploitation locate the area and the economic evaluation studies would evidence that these resources can be developed in an economically viable project, then all information obtained will be collected, and this compendium proceed to make the corresponding file to request the Dominican Government, through the Directorate General of mining, a mining concession area delimiting the deposit or deposits evaluated, following the requirements and standards set out in the Mining Act in force and the provisions of the Implementing Regulations of this Law and the governing body of the official mining sector.

1.9. Design Method of Operation

Knowing the geological and logistical conditions of the area and the distribution and amount of exploitable reserves, in the event that these justify their exploitation, and knowing the demand for raw materials of the project, the main characteristics or mining methods to be defined that they allow an optimal and rational use of useful resources, minimizing negative environmental effects, allowing us to maintain harmony among neighbors, as active principal, and adjust to a program of corporate social responsibility, to be efficient and the transfer of technology and modern mining techniques that were needed by.

As a structural study, defining the directions and dips, the geometry of the reservoir, we would identify the technology to be used, equipment, machinery, staff make rational exploitation of any mineral deposit, also determining demand and possible sources of supply for the project of water and energy resources.

1.10. Environmental Impact Assessment Project

Parallel to the request for granting exploitation of resources assessed and known technical features in the areas of geology, mining, calculation of reserves and others, and economic conditions of the project we intend to make in the requested area shall be dealing with the Ministry of Environment and Natural Resources Terms of Reference for the EIA will be required to complete the permits for obtaining prior to the start of any mining operations Environmental License.

Following the specifications of the Terms of References cited and with the multidisciplinary team needed, the Environmental Impact Study and design of the Management Plan and Environmental Adjustment that must be implemented operations will take place before, during and after the conclusion.

As access for exploratory work mapping, sampling and drilling will be used the same roads used by villagers (farmers), so that logging or tree or shrub is not necessary, nor removal will be necessary topsoil throughout the exploration program (soil and rock geochemistry, geophysics and drilling).

So we would be betting on developing a mining based on a commitment to socio-environmental responsibility, maintaining a close relationship with the economic socio-physical-biotic and scenarios in different existing ecosystems, allowing participation of different social actors and designing instruments for the recovery and conservation of the environment and renewable natural resources, while sustainable development of mining and neighboring communities would be promoted as the established processes of environmental management model base environmental planning is created and renewable natural resources management plans through which they can achieve the goals of recovery, conservation and sustainable development to ensure that management involves environmental education and citizen participation, knowledge, conservation and sustainable use of biodiversity, pollution control, management, use and control of renewable natural resources.

18

 

PLAN OF OPERATIONS

Our financial information deals primarily with our current liquidity as a result of being still in the exploration stage. As of May 31, 2016 we had negative working capital of $115,490 and is expected to increase further still during the next few months, Our director is not committed to advancing us funds although he did do so in January and February 2014 in the amount totaling $50,000, an additional amount of $25,000 in August 2015 and an additional amount of $25,000 in November 2015. If we do not raise additional funds, we will increase our working capital deficiency by the end of the next twelve months. Our future financial success is dependent on the successful finding and exploring La Mina in the Dominican Republic. The exploration activities on La Mina may take many years and hefty financial investment to complete. Our success doing this is impossible to predict at this time. The value of any mineral reserve we might find would also be dependent on factors beyond our control such as currency exchange rates, fluctuating metal prices and mining regulations in the various jurisdictions we obtain mineral claims.

Funds Required over the Next Twelve Months.

We are committed to the following expenditures over the next twelve months which must be met if we are going to remain a going concern. Presently, we do not have the available funds to meet these obligations unless our sole director is willing to advance us further funds. The following expenditures are estimates made by management based on what he feels will be the final amount due and payable. All amounts herein are expressed in United States dollars.

Estimated Expenditures for the twelve months			Total
Independent accountant performing bookkeeping services (i)	$	7,140
Auditor (i)		11,000	$	18,140
Filing fees including edgar charges (ii)				3,573
Office – courier, photocopying and faxing				1,000
Transfer agent – Annual Report filed with the Secretary of State for Nevada and the issuance of share certificates to shareholders				3,900
Subtotal				26,613
Accounts payable to independent third parties – as at May 31, 2016				27,663
				54,276
Less: Cash on hand as of May 31, 2016				(13,149	)
Additional funds required for the next twelve months			$	41,127

_______________

(i)	Represents fees for the next twelve months.
(ii)	Future charges for edgarizing the Form 10-K and 10-Qs for the next twelve months.

 

19

It is estimated from the above cash analysis that the present cash position will not be sufficient for twelve months unless other sources of funds are identified.

The sources available to the Company are as follows:

· Further advances from our sole director and officer;

· Seeking institutional lending with a personal guarantee from our sole officer and director; or

· Once the Company has obtained a quotation on the OTC Bulletin Board, if it ever does, to enter into an underwriting in order to seek funds from the investing public.

 

At the present time management has not considered any of these options.

RESULTS OF OPERATIONS

Expenses Incurred in Operations to Date.

The following are the expenses incurred in operation from the date of incorporation, being September 20, 2012, to May 31, 2016 as shown in the books of Recursos Queliz, Inc and El Caporal Management SRL;

	Recursos Queliz, Inc.		El Caporal Management		Consolidated Total
Independent bookkeeper and auditors	$	48,060	$	-	$	48,060
Exploration – two programs of surface exploration		-		79,079		79,079
Consulting fees – preparation of registration statement		19,725		-		19,725
Edgarizing services		7,425		-		7,425
Filing fees – Interim Report on Officers, Directors		595		-		595
Filing fees – filing of Dominican Tax return and other		-		5,040		5,040
Incorporation of companies		689		3,000		3,689
Legal - fees charged to opinion letter on tradability of shock		1,525		-		1,525
Legal – fees charged by Dominican attorney		-		17,197		17,197
Office – photocopying charges		1,198		575		1,773
Office – membership to National Geological Association		-		80		80
Transfer agent – Initial List of Officers and preparation of incorporation documents		3,090		-		3,090
Travel – trips by attorney to Santa Domingo for meeting with Ministry of Mines and Energy		-		5,214		5,214
Write-off of cost of Queliz Concession		-		13,000		13,000
Total expenses to May 31, 2016	$	82,307	$	123,185	$	205,492

20

Recursos Queliz pays all the expenses on behalf of El Caporal Management SRL thereby controlling the disbursements of funds.

Liquidity and Capital Resources

As of May 31, 2016, we had $13,149 in cash which is not sufficient to meet our outstanding current obligations of $128,639 of which $100,976 is owed to our sole director and officer. But as mentioned above, this is not sufficient cash to meet our obligations over the next twelve months. Our accounts payable as of May 31, 2016 comprise the fees charged by our bookkeeper for preparation of the financial statements as of November 30, 2013 and February 28 and May 31 and August 31, November 30, 2014 and February 28, May 31 and August 31, 2015 and February 29 and May 31, 2016 in the amount of $25,410, audit fee $2,000 and the balance owed for photocopying services in the amount of $253.

The only funds we have received since our incorporation are from the sale of shares in the amount of $90,000 and from advances from our director in January and February 2014 and in August 2015 and November 2015 in the amount of $100,000 in total. None of the funds from the sale of the 20,000,000 common shares sold under our effective registration statement did accrue to the benefit of the Company. The funds advanced by our director are non- interest bearing and on a demand basis. The Company has not entered into an agreement with the director relating to these funds and for the foreseeable future does not expect to do so.

At this time we have not made a decision as to where we will obtain additional funding to assist in the development of our Company including the exploration of a new mineral concession. Certain avenues available to us are inducing our director to advance further funds to our Company, complete a private placement or undertake a public offering of our shares from Treasury.

Off-Balance Sheet Arrangements

 
None.

Trends

From Recursos Queliz's date of inception it has been an exploration company which has produced no revenue and maybe will not be able to produce revenue. To the knowledge of its management, Recursos Queliz is unaware of any trends or past and future events which will have a material effect upon it, its income and business, both in the long and short term.

Critical Accounting Policies and Estimates

In accordance with the U.S. generally accepted accounting principles, or GAAP, we are required to make estimates and assumptions on our financial statements that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an on-going basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates. We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this Form 10-Q.

21

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally 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.

Recent Accounting Pronouncements

No material impact should arise from the adoption of any recent accounting pronouncements.

Income taxes

The income tax on net income for companies in the United States and Dominican Republic is 28%. As we have incurred substantial losses, we will not need to pay income tax. Any deferred losses may result in a tax benefit in the future.

Research and Development Expenditures

 
To date, and in the immediate future, we do not expect to incur any costs relating to research and development.

Patents and Trademarks

 
There are no patents or trademarks in our Company.

Royalties

There are currently no situations where we are paying any royalty based upon production and sales since we do not have any production and at the present time are in search of a new mineral property.

Recent Accounting Pronouncements

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

Public Market for Common Stock

 
Our shares are not currently quoted on the OTC Bulletin Board ("OTCBB") or any other quotation system. In order to remain on the OTCBB we must adhere to the rules and regulations of the OTCBB and the SEC.

22

 

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 purchase 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 shareholders including our sole director and officer.

Rule 144 Shares

 
In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our 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 us (which current public information requirement is eliminated after a one-year holding period).

A person who is an affiliate and who has beneficially owned shares of a company's common stock for at least six months, subject to the continued availability of current public information about us, is 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, which, in our case, will equal approximately 700,000 shares as of the date of this Form 10-Q; 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.

 

23

 

Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, 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.

 

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.

Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing of the La Mina mineral property. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral properties of merit, on exploring their mineral properties and on developing their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop La Mina mineral property.

24

 

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, transportation, mineral exploration supplies and drill rigs.

Employees

As of the date of this filing, we have no employees other than our sole executive officer and director, who is a part-time employee devoting approximately 30 hours per month to our operations.

The Company's Main Product

At present we do not have a main product until such time as we complete our exploration activities on La Mina mineral property We hope, in the future, to explore for gold which if found will be our main product.

Plant and Equipment

With the Dominican Republic being a hub for mining activities, 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.

Initially there is no plant or equipment on the new mineral claim since the workers will be able to either be housed in tents on the claim itself or else live in the local town nearby.

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 Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of May 31, 2016 (the "Evaluation Date"). Based on that evaluation, the Chief Accounting 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.

25

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 and 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 quarter ended May 31, 2016 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 May 31, 2016, 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 quarter ended May 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. There are no material proceedings to which our executive officer, director and sole stockholder is a party adverse to us or has a material interest adverse to us.

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, Inc 123 West Nye Lane, Station 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 1A. RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required 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 August 31, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5. OTHER INFORMATION

None

 

27

 

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 Recursos' Registration Statement on Form S-1 filed on March 5, 2014, Registration No.333-194322)
3(ii)	By-laws (incorporated by reference from Recursos' Registration Statement on Form S-1 filed on March 5, 2014, Registration No. 333-194322)

31.1	Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certification of Chief Executive 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 (*)

___________

(*) Filed herewith

28

 

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.

	RECURSOS QUELIZ, INC.
	(Registrant)
Date: July 19, 2016	By:	/s/ "Alexya Papamps Dominguez"
		Alexya Papamps Dominguez Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary/Treasurer and Director

29

EX-31.1

EXHIBIT 31.1

The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))

I, Alexya Papamps Dominguez, certify that:

1.	I have reviewed this Form 10-Q of Recursos Queliz, Inc. (the "registrant");
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal controls over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)	All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated: July 19, 2016	By:	/s/ "Alexya Papamps Dominguez"
		Alexya Papamps Dominguez
		Chief Executive Officer, Chief Financial Officer,
		Chief Accounting Officer, President and Secretary/Treasurer

EX-32.1

EXHIBIT 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report (the "Report") on the Form 10-Q of Recursos Queliz, Inc. (the "Company") for the nine months ended May 31, 2016, as filed with the Securities and Exchange Commission on the date hereof, I, Alexya Papamps Dominguez, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary/Treasurer and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1.	The Quarterly Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934, as amended; and
2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: July 19, 2016	By:	/s/ "Alexya Papamps Dominguez"
		Alexya Papamps Dominguez
		Chief Executive Officer, Chief Financial Officer,  Chief Accounting Officer, President, Secretary/Treasurer and Director

XML

Document and Entity Information - shares	9 Months Ended
	May 31, 2016	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	RECURSOS QUELIZ, INC.
Entity Central Index Key	0001598683
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Condensed Consolidated Balance Sheets - USD ($)	May 31, 2016	Aug. 31, 2015
Assets
Cash	$ 13,149	$ 30,774
Total assets	13,149	30,774
Current liabilities:
Accounts payable	27,663	20,308
Advances from related party	100,976	75,844
Total current liabilities	128,639	96,152
Stockholder's Deficit:
Common stock 400,000,000 common stock authorized, $0.001 par value; 90,000,000 common shares issued and outstanding	90,000	90,000
Deficit accumulated	(205,490)	(155,378)
Total Stockholder's Deficit	(115,490)	(65,378)
Total Liabilities and Stockholder's Deficit	$ 13,149	$ 30,774

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2016	Aug. 31, 2015
Stockholder's Deficiency:
Common stock, share authorized	400,000,000	400,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, share issued	90,000,000	90,000,000
Common stock, share outstanding	90,000,000	90,000,000

XML

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Condensed Consolidated Statement Of Operations
Revenue
Expenses
Exploration costs	12,980	5,700	12,980	13,028
General and administrative Expenses	22,896	7,512	37,132	18,279
Total expenses	35,876	13,212	50,112	31,307
Loss from operations	$ (35,876)	$ (13,212)	$ (50,112)	$ (31,307)
Net loss per common share basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding basic and diluted	90,000,000	90,000,000	90,000,000	90,000,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
Operating Activities
Net loss	$ (50,112)	$ (31,307)
Changes in operating assets and liabilities:
Accounts payable	7,355	2,075
Payment of expenses by related party	25,132	312
Net Cash used in operating activities	(17,625)	(28,920)
Net decrease in cash	(17,625)	(28,920)
Cash, beginning of period	30,774	37,427
Cash, end of period	13,149	8,507
Supplemental disclosure of cash flow information
Cash paid for income taxes
Cash paid for interest

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Basis of presentation and Nature of operations

9 Months Ended

May 31, 2016

Notes to Financial Statements

1. Basis of presentation and Nature of operations

The accompanying consolidated financial statements of Recursos Queliz, Inc. ("Recursos" or "the Company") have been prepared in accordance with generally accepted accounting principles in the United States for nine months ended May 31, 2016. The Company has a wholly-owned subsidiary called El Caporal Management, SRL which was incorporated in the Dominican Republic on September 28, 2012.

Recursos was incorporated under the laws of the State of Nevada on September 20, 2012 for the purpose of acquiring and developing mineral properties. The Company's planned principal operations have not yet begun.

The condensed consolidated financial statements present the balance sheets, statements of operations and cash flows of the Company. These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

In the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period ended May 31, 2016 presented have been reflected herein

Going concern

These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At May 31, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $205,490 since its inception, had a negative working capital position of $115,490, and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through the issuance of shares to its sole officer and advances from the Director himself. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

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Mineral property rights

9 Months Ended

May 31, 2016

Notes to Financial Statements

2. Mineral property rights

The Company has acquired the mineral rights to the La Mina located in the Provinces of Santiago and La Vega in the Dominican Report. The cost to acquire La Mina was $10,000.

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Recent accounting pronouncements

9 Months Ended

May 31, 2016

Notes to Financial Statements

3. Recent accounting pronouncements

The company has evaluated the recent accounting pronouncements issued through the issuance of these financial statements, and the Company does not expect that the effectiveness of any of these changes will have a material impact on the Company's financial position, or statements.

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Significant transactions with related party

9 Months Ended

May 31, 2016

Notes to Financial Statements

4. Significant transactions with related party

During the nine months ended May 31, 2016, the sole director and officer made advances of $25,132 to the Company but is owed for prior advances an amount of $75,844. These advances are non-interest bearing and payable on demand.

The sole director and officer of the Company had orginially acquired 100% of the common stock issued. In March 2015, he sold 20,000,000 common shares to other investors resulting in the director owning 78% of the issued and outstanding shares.

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Basis of presentation and Nature of operations (Details Narrative) - USD ($)	May 31, 2016	Aug. 31, 2015
Basis Of Presentation And Nature Of Operations Details Narrative
Accumulated losses	$ (205,490)	$ (155,378)
Negative working capital	$ (115,490)

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Significant transactions with related party (Details Narrative) - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015
Significant Transactions With Related Party Details Narrative
Payment of expenses by related party	$ 25,132	$ 312
Advances from related party	$ 100,976		$ 75,844