Helmer Directional Drilling Corp. - Quarter Report: 2008 March (Form 10-Q)
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 March 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-140305
EXCLUSIVE APPAREL, INC.
(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.)
6555 W. Gary Avenue, Las Vegas, Nevada 89139
(Address of Principal Executive Offices)
(702) 242-9501
(Issuer's telephone number)
None
(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 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 2007: 37,000,000 shares of common stock.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes [X] No [ ]
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
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Item 2. Management's Discussion and Analysis of Financial Condition
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PART I
- FINANCIAL INFORMATION
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B. 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 three months ended March 31, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008. The financial statements are presented on the accrual basis.
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FINANCIAL STATEMENTS
EXCLUSIVE APPAREL, INC.
Table of Contents
PAGE
F-1
F-2
F-3
F-4
F-5
4
EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
(Unaudited)
ASSETS
March 31, 2008
December 31, 2007
Current assets:
Cash
$
615
$
4,611
Inventories
39,646
39,936
Total current assets
40,261
44,547
$
40,261
$
44,547
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses
$
3,924
$
-
Advance from shareholder
-
-
Total current liabilities
3,924
-
Stockholders' (deficit)
Preferred stock; $.001 par value, 5,000,000 shares
authorized, zero shares issued and outstanding
-
-
Common stock; $.001 par value, 70,000,000 shares
authorized, 37,000,000 shares issued and outstanding
37,000
37,000
Additional paid in capital
155,500
155,500
Accumulated (deficit) during development stage
(156,163)
(147,953)
Total stockholders' equity (deficit)
36,337
44,547
$
40,261
$
44,547
The accompanying notes are an integral part of these financial statements
F-1
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EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
(Unaudited)
September 8, 2006
For the three
For the three
(date of inception)
months ended
months ended
through
March 31, 2008
March 31, 2007
March 31, 2008
Revenues
$ -
$ -
$ -
Operating expenses:
General and administrative expenses
8,210
42,784
156,163
Total operating expenses
8,210
42,784
156,163
(Loss) from operations
(8,210)
(42,784)
(156,163)
Other income (expenses):
Interest (expense)
-
-
-
Other (expense)
-
-
-
Total other income (expenses)
-
-
-
(Loss) before provision for income taxes
(8,210)
(42,784)
(156,163)
Provision for income taxes
-
-
-
Net (loss)
$ (8,210)
$ (42,784)
$ (156,163)
Basic and diluted loss per common share
$ (0.01)
$ (0.01)
$ (0.01)
Basic and diluted weighted average
common shares outstanding
37,000,000
19,333,333
26,891,103
The accompanying notes are an integral part of these financial statements
F-2
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EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Accumulated
Deficit
Additional
Other
during
Total
Common Stock
Preferred Stock
Paid-in
Comprehensive
development
Stockholders'
Shares
Amount
Shares
Amount
Capital
Loss
stage
Equity (Deficit)
Balance at September 8, 2006
(Date of Inception)
-
-
-
-
-
-
-
-
Issuance of stock for services, $0.002 per share
2,000,000
2,000
-
-
2,000
-
-
4,000
on September 9, 2006
Net loss
-
-
-
-
-
-
(24,488)
(24,488)
Balance, December 31, 2006
2,000,000
2,000
-
-
2,000
-
(24,488)
(20,488)
Issuance of stock for services, $0.002 per share
20,000,000
20,000
-
-
20,000
-
-
40,000
on January 12, 2007
Issuance of stock relating to private placement,
$0.01 per share, net of $1,500 of offering costs
15,000,000
15,000
-
-
133,500
-
-
148,500
on March 5, 2007
Net loss
-
-
-
-
-
-
(123,465)
(123,465)
Balance, December 31, 2007
37,000,000
37,000
-
-
155,500
-
(147,953)
44,547
Issuance of stock
-
-
-
-
-
-
-
-
Net loss
-
-
-
-
-
-
(8,210)
(8,210)
Balance March 31, 2008 (unaudited)
37,000,000
37,000
-
-
155,500
-
(156,163)
36,337
The accompanying notes are an integral part of these financial statements
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EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
(Unaudited)
September 8, 2006
For the three
For the three
(date of inception)
months ended
months ended
through
March 31, 2008
March 31, 2007
March 31, 2008
Operating activities:
Net loss
$
(8,210)
$
(42,784)
$
(156,163)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for services
-
40,000
44,000
Changes in operating assets and liabilities:
Decrease (increase) in inventories
290
-
(39,646)
Increase in accrued expenses
3,924
1,200
3,924
Net cash (used in) operating activities
(3,996)
(1,584)
(147,885)
Financing activities:
Advance from shareholder
-
1,958
-
Proceeds from issuance of common stock
-
-
148,500
Net cash provided by financing activities
-
1,958
148,500
Net change in cash
(3,996)
374
615
Cash, beginning of period
4,611
345
-
Cash, end of period
$
615
$
719
$
615
Supplemental Information
Non Cash Investing and Financing Activities:
Issuance of Common Stock for Services
$
-
$
40,000
$
44,000
The accompanying notes are an integral part of these financial statements
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EXCLUSIVE APPAREL, INC.
NOTES TO THE FINANCIAL STATEMENTS
Note 1 - CONDENSED FINANCIAL STATEMENT
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 March 31, 2008, 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, 2007 audited financial statements. The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.
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.
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NOTE 3 - RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2008, the Company paid officer's compensation of $2,000 to its president/ shareholder for services provided.
During the three months ended March 31, 2008, the Company paid $650 of consulting fee to an individual related to a stockholder of the Company.
NOTE 4 - INVENTORIES
As of March 31, 2008, inventories consisted of the following: designed T-shirts $15,444, blank T-shirts $24,202.
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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
Plan of Operation
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 $150,000.00 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 $148,500.00 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 March 31, 2008. For the quarter ended March 31, 2008, the registrant recognized a net loss of $8,210. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.
Liquidity and Capital Resource
At March 31, 2008 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
Exclusive Apparel'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 if 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. While all these significant accounting policies impact its financial condition and results of operations, Exclusive Apparel'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 consolidated 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 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Accounting Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.
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None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
None
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
No reports on Form 8-K were filed during the quarter ended March 31, 2008.
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EXCLUSIVE APPAREL, INC.
Date: May 9, 2008
/s/ Sharon M. Lynch
Sharon M. Lynch
President, Secretary and Director
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