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EX-32.1 - CERTIFICATION - Helmer Directional Drilling Corp.exla_ex321.htm
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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2012


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


For the transition period from


Commission File No. 000-53675


HELMER DIRECTIONAL DRILLING CORP.

(Exact name of small business issuer as specified in its charter)


Nevada

20-5567127

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)


11759 Crystal Avenue, Chino, CA 91710

(Address of Principal Executive Offices)


(909) 500-8583

(Issuer’s telephone number)


EXCLUSIVE APPAREL, INC.

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


Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]   No [  ]


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


[ ]  Large accelerated filer

[ ]  Accelerated filer

[ ]  Non-accelerated filer

[X]  Smaller 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 [  ]


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


As of November 5, 2012 there were 49,333,344 shares of common stock outstanding and no shares of preferred stock outstanding.























2



TABLE OF CONTENTS


  

  

Page

PART I - FINANCIAL INFORMATION

  

Item 1.

Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Plan of Operations

6

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7

Item 4.

Controls and Procedures

8

  

  

 

PART II - OTHER INFORMATION

14

Item 1.

Legal Proceedings

14

Item 1A.

Risk Factors

14

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

14

Item 3.

Defaults Upon Senior Securities

14

Item 4.

Mine Safety Disclosures

14

Item 5.

Other Information

14

Item 6.

Exhibits

14

  

 

 

SIGNATURES

  

15

 
















3




PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


BASIS OF PRESENTATION


The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included.  Operating results from inception (September 8, 2006) and nine months ended September 30, 2012 are not necessarily indicative of results that may be expected for the year ending December 31, 2012.  The financial statements are presented on the accrual basis.





















4



FINANCIAL STATEMENTS


HELMER DIRECTIONAL DRILLING CORP.


Table of Contents



 

PAGE

 

 

BALANCE SHEETS (unaudited)

F-1

 

 

STATEMENTS OF OPERATIONS (unaudited)

F-2

 

 

STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT) (unaudited)

F-3

 

 

STATEMENTS OF CASH FLOWS (unaudited)

F-4

 

 

FOOTNOTES TO INTERIM FINANCIAL STATEMENTS (unaudited)

F-5


































5




HELMER DIRECTIONAL DRILLING CORP

(A Development Stage Company)

BALANCE SHEETS

September 30, 2012



 

September 30,

 

December 31,

 

2012

 

2011

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

-

 

$

-

 

Prepaid expenses

 

-

 

 

-

 

 

 

 

 

 

 

 

Total Current Assets

 

-

 

 

-

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

-

 

$

-

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

14,488

 

$

12,325

 

Advance from shareholder

 

96,476

 

 

78,666

 

 

 

 

 

 

 

 

Total Current Liabilities

 

110,964

 

 

90,991

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, 25,000,000 shares authorized

 

 

 

 

 

 

   at par value of $0.001, zero shares

 

 

 

 

 

 

   issued and outstanding

 

-

 

 

-

 

Common stock, 300,000,000 shares authorized

 

 

 

 

 

 

   at par value of $0.001, 49,333,344 shares

 

 

 

 

 

 

   issued and outstanding

 

49,334

 

 

49,334

 

Additional paid-in capital

 

143,166

 

 

143,166

 

Deficit accumulated during the development stage

 

(303,464)

 

 

(283,491)

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(110,964)

 

 

(90,991)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'

 

 

 

 

 

 

 

 DEFICIT

$

-

 

$

-



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




6



HELMER DIRECTIONAL DRILLING CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

September 30, 2012


 

 

 

 

 

From  

 

 

 

 

 

Inception on

 

 

 

 

 

September 8,

 

For the three months ended

 

For the nine months ended

 

2006 through

 

September 30,

 

September 30,

 

September 30,

 

2012

 

2011

 

2012

 

2011

 

2012

REVENUES

$

-

 

$

-

 

$

-

 

$

-

 

$

-

COST OF SALES

 

-

 

 

-

 

 

-

 

 

-

 

 

-

GROSS MARGIN

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

7,943

 

 

5,418

 

 

19,973

 

 

16,664

 

 

303,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

7,943

 

 

5,418

 

 

19,973

 

 

16,664

 

 

303,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(7,943)

 

 

(5,418)

 

 

(19,973)

 

 

(16,664)

 

 

(303,597)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

-

 

 

-

 

 

-

 

 

-

 

 

133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expenses)

 

-

 

 

-

 

 

-

 

 

-

 

 

133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(7,943)

 

 

(5,418)

 

 

(19,973)

 

 

(16,664)

 

 

(283,491)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(7,943)

 

$

(5,418)

 

$

(19,973)

 

$

(16,664)

 

$

(283,491)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC LOSS PER SHARE

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  OF SHARES OUTSTANDING

 

49,333,334

 

 

49,333,334

 

 

49,333,334

 

 

49,333,334

 

 

 



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




7



HELMER DIRECTIONAL DRILLING CORP.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

September 30, 2012


 

 

 

 

 

Deficit

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Additional

 

During the

 

 

 

Common Stock

 

Paid-in

 

Development

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

Total

Balance at inception on

 

 

 

 

 

 

 

 

 

 

 

 

 

September 8, 2006 (1)

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

  at $0.002 per share

2,666,667

 

 

2,667

 

 

1,333

 

 

-

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31, 2006

-

 

 

-

 

 

-

 

 

(24,488)

 

 

(24,488)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

2,666,667

 

 

2,667

 

 

1,333

 

 

(24,488)

 

 

(20,488)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

  at $0.002 per share

26,666,667

 

 

26,667

 

 

13,333

 

 

-

 

 

40,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued  for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

  at $0.01

20,000,000

 

 

20,000

 

 

128,500

 

 

-

 

 

148,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

-

 

 

-

 

 

-

 

 

(163,401)

 

 

(163,401)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2007

49,333,334

 

 

49,334

 

 

143,166

 

 

(187,889)

 

 

4,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

-

 

 

-

 

 

-

 

 

(21,547)

 

 

(21,547)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2008

49,333,334

 

 

49,334

 

 

143,166

 

 

(209,436)

 

 

(16,936)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31, 2009

-

 

 

-

 

 

-

 

 

(22,896)

 

 

(22,896)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2009

49,333,334

 

 

49,334

 

 

143,166

 

 

(232,332)

 

 

(39,832)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 December 31, 2010

-

 

 

-

 

 

-

 

 

(29,483)

 

 

(29,483)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

49,333,334

 

 

49,334

 

 

143,166

 

 

(261,815)

 

 

(69,315)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 December 31, 2011

-

 

 

-

 

 

-

 

 

(21,676)

 

 

(21,676)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

49,333,334

 

 

49,334

 

 

143,166

 

 

(283,491)

 

 

(90,991)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 September 30, 2012

-

 

 

-

 

 

-

 

 

(19,973)

 

 

(19,973)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2012

49,333,334

 

$

49,334

 

$

143,166

 

$

(303,464)

 

$

(110,964)


(1) Retroactively reflecting the 1.333333333 to 1 stock split on July 18, 2011


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


 

8



HELMER DIRECTIONAL DRILLING CORP.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

September 30, 2012


 

 

 

 

 

 

 

 

 

 

For the Period from

 

 

 

 

For the nine months

 

 

For the nine months

 

 

September 8, 2006

 

 

 

 

Ended

 

 

Ended

 

 

(inception) through

 

 

 

 

September 30, 2012

 

 

September 30, 2011

 

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 Net loss

 

$

(19,973)

 

 

$

(16,664)

 

 

$

(303,464)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 Stock issued for services

 

 

-

 

 

 

-

 

 

 

44,000

 

 Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 Prepaid expenses

 

 

-

 

 

 

(937)

 

 

 

-

 

 

 Accounts payable

 

 

2,163

 

 

 

(3,500)

 

 

 

14,488

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NET CASH USED IN OPERATING ACTIVITIES

 

 

(17,810)

 

 

 

(21,101)

 

 

 

(244,976)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 Advances received from shareholder

 

 

17,810

 

 

 

21,101

 

 

 

96,476

 

 Proceeds from sale of common stock

 

 

-

 

 

 

-

 

 

 

148,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

17,810

 

 

 

21,101

 

 

 

244,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NET CHANGE IN CASH

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Cash at beginning of period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Cash at end of period

 

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 Interest paid

 

$

-

 

 

$

-

 

 

$

-

 

 Income tax paid

 

$

-

 

 

$

-

 

 

$

-



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




9




HELMER DIRECTIONAL DRILLING CORP.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2012



NOTE 1 - CONDENSED FINANCIAL STATEMENTS


Effective July 18, 2011, the holder of 22,000,000 shares, or approximately 59% of Helmer Directional Drilling Corp. (the “Company”) then outstanding voting securities, executed a written consent in accordance with Section 78.320 of the NRS, approving the amendment to the Articles of Incorporation to change the Company’s name to Helmer Directional Drilling Corp. and increase the common shares authorized to 300,000,000 and increase the preferred shares authorized to 25,000,000. The Company’s name was changed in anticipation of entering the directional well drilling industry.


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012 and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements.  The results of operations for the period ended September 30, 2012 are not necessarily indicative of the operating results for the full year.



NOTE 2 - GOING CONCERN


The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





10




HELMER DIRECTIONAL DRILLING CORP.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2012



Recent Accounting Pronouncements


Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.



NOTE 4 - RELATED PARTY TRANSACTIONS


During the nine months ended September 30, 2012 and 2011, a shareholder advanced $17,810 and $21,101 respectively, to the Company. These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of September 30, 2012 and December 31, 2011, the balance of these amounts was $96,476 and $78,666, respectively.



NOTE 5 - EQUITY ACTIVITY


The Company did not issue any common or preferred stock during the nine months ended September 30, 2012.

















11




Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations



Forward-Looking Statements


This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.


Overview


On February 27, 2007 we received approval from the Securities and Exchange Commission of our Registration Statement on Form SB-2 wherein we registered 15,000,000 shares of our $.001 common stock in order to raise $150,000 as our initial capital prior to filing an application with the NASD on Form 211 to be listed on a public exchange.  To date we have raised $148,500 net of $1,500 for costs and we completed, and submitted our Form 211 to the NASD.


Results of Operation


The Company did not have any operating income from inception (September 8, 2006) through September 30, 2012.  For the nine months ended September 30, 2012, the Company recognized a net loss of $19,973.  Expenses for the period were comprised of costs mainly associated with legal, accounting and office.


Liquidity and Capital Resource


At September 30, 2012 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending full implementation of the Company’s business model.


Critical Accounting Policies


Helmer Directional Drilling Corp.’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





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Our significant accounting policies are summarized in Note 1 of our financial statements in the Company’s Form 10-K for the year ended December 31, 2011.  While all these significant accounting policies impact its financial condition and results of operations, Helmer Directional Drilling Corp.’s views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.


Item 3. Quantitative and Qualitative Disclosures About Market Risk


N/A


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


As of September 30, 2012, the Company's management, with the participation of the Company's chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon the Company's evaluation, management concluded that the Company's disclosure controls and procedures are deficient as of September 30, 2012. We were unable to maintain segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of both office and director.  While this control deficiency did not result in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.  We have determined that this control deficiency constitutes a material weakness.  Until remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Inherent Limitations on Effectiveness of Controls


The Company's management, including our chief executive officer and chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

 


 

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PART II - OTHER INFORMATION


Item 1. Legal Proceedings


None


Item 1A. Risk Factors


N/A

 

Item 2. Changes in Securities.


None


Item 3. Defaults Upon Senior Securities.


None


Item 4. Mine Safety Disclosures


Not Applicable


Item 5. Other Information.



Item 6.  Exhibits and Reports on Form 8-K


(a)  Exhibits


     31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of  2002


     32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


(b)  Reports on Form 8-K


     Incorporated by reference Form 8-K filed August 13, 2009 regarding items 4.01 and 9.01


     Incorporated by reference Form 8-K/A filed September 2, 2009 regarding items 4.01 and 9.01


     Incorporated by reference Form 8-K filed September 23, 2009 regarding items 4.01 and 9.01










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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 hereunto duly authorized.



 

HELMER DIRECTIONAL DRILLING CORP.

 

 

 

 

Date: November 13, 2012

By: /s/ Georgette M. Wansor

 

Georgette M. Wansor

 

Chief Executive Officer


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

Signature

Title(s)

Date

 

 

 

/s/ Georgette M. Wansor

Chief Executive Officer and Director

November 13, 2012

Georgette M. Wansor

(Principal Executive Officer)

 

 

 

 

/s/ Georgette Mathers Wansor

Chief Financial Officer and Director

November 13, 2012

Georgette M. Wansor

(Principal Financial and Accounting Officer)

 


















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