Helmer Directional Drilling Corp. - Quarter Report: 2010 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, 2010
[ ] 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)
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Nevada
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20-5567127
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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8860 Greenlawn Street, Riverside, California 92508
(Address of Principal Executive Offices)
(951) 902-2022
(Issuer’s telephone number)
(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.
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[ ] Large accelerated filer
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[ ] Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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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 March 31, 2010 there were 37,000,000 shares of common stock outstanding and no shares of preferred stock outstanding.
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TABLE OF CONTENTS
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 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 three months ended March 31, 2010 are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The financial statements are presented on the accrual basis.
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FINANCIAL STATEMENTS
EXCLUSIVE APPAREL, INC.
Table of Contents
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PAGE
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EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2010
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EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
BALANCE SHEETS
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(Unaudited)
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ASSETS
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March 31, 2010
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December 31, 2009
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||||||
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Current assets:
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Cash
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$ | - | $ | - | ||||
| Total current assets | - | - | ||||||
| Total assets | $ | - | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable and accrued expenses
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$ | 4,500 | $ | - | ||||
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Advance from shareholder
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42,083 | 39,832 | ||||||
| Total current liabilities | 46,583 | 39,832 | ||||||
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Stockholders' equity (deficit)
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Preferred stock; $.001 par value, 5,000,000 shares
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authorized, zero shares issued and outstanding
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- | - | ||||||
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Common stock; $.001 par value, 70,000,000 shares
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authorized, 37,000,000 and 37,000,000 shares issued and outstanding
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37,000 | 37,000 | ||||||
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Additional paid in capital
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155,500 | 155,500 | ||||||
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Accumulated (deficit) during development stage
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(239,083 | ) | (232,332 | ) | ||||
| Total stockholders' equity (deficit) | (46,583 | ) | (39,832 | ) | ||||
| $ | - | $ | - | |||||
The accompanying notes are an integral part of these financial statements.
F-1
EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
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(Unaudited)
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(Unaudited)
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(Unaudited)
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September 8, 2006
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For the three
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For the three
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(date of inception)
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months ended
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months ended
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through
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March 31, 2010
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March 31, 2009
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March 31, 2010
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Revenues
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$ | - | $ | - | $ | - | ||||||
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Operating expenses:
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General and administrative expenses
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6,751 | 8,228 | 239,216 | |||||||||
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Total operating expenses
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6,751 | 8,228 | 239,216 | |||||||||
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(Loss) from operations
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(6,751 | ) | (8,228 | ) | (239,216 | ) | ||||||
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Other income (expenses):
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Interest (expense)
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- | - | - | |||||||||
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Other income
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- | - | 133 | |||||||||
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Total other income (expenses)
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- | - | 133 | |||||||||
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(Loss) before provision for income taxes
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(6,751 | ) | (8,228 | ) | (239,083 | ) | ||||||
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Provision for income taxes
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- | - | - | |||||||||
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Net (loss)
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$ | (6,751 | ) | $ | (8,228 | ) | $ | (239,083 | ) | |||
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Basic and diluted loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
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Basic and diluted weighted average
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common shares outstanding
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37,000,000 | 37,000,000 | 32,563,274 | |||||||||
The accompanying notes are an integral part of these financial statements.
F-2
EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
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(Unaudited)
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(Unaudited)
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(Unaudited)
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September 8, 2006
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For the three
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For the three
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(date of inception)
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months ended
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months ended
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through
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March 31, 2010
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March 31, 2009
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March 31, 2010
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Operating activities:
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Net loss
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$ | (6,751 | ) | $ | (8,228 | ) | $ | (239,083 | ) | |||
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Adjustments to reconcile net loss to
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net cash used in operating activities:
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Stock issued for services
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- | - | 44,000 | |||||||||
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Changes in operating assets and liabilities:
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(Decrease) increase in accounts payable
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- | - | - | |||||||||
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Increase in accrued expenses
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4,500 | 3,500 | 4,500 | |||||||||
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Net cash (used in) operating activities
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(2,251 | ) | (4,728 | ) | (190,583 | ) | ||||||
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Financing activities:
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Advance to/ from shareholder
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2,251 | 4,695 | 42,083 | |||||||||
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Proceeds from issuance of common stock
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- | - | 148,500 | |||||||||
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Net cash provided by financing activities
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2,251 | 4,695 | 190,583 | |||||||||
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Net change in cash
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- | (33 | ) | - | ||||||||
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Cash, beginning of period
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- | 75 | - | |||||||||
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Cash, end of period
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$ | - | $ | 42 | $ | - | ||||||
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Non Cash Investing and Financing Activities:
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Issuance of Common Stock for Services
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$ | - | $ | - | $ | 44,000 | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
EXCLUSIVE APPAREL, INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
Note 1. Condensed Financial Statements
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, 2010, 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, 2009 audited financial statements. The results of operations for the periods ended March 31, 2010 and 2009 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 incurred a net operating loss of $239,083 through March 31, 2010 and has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern.
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. Related party transactions
During the three months ended March 31, 2010 and 2009, a shareholder advanced $2,251 and $4,695, respectively, to the Company.
These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of March 31, 2010 and December 31, 2009, the balance of these amounts was $42,083 and $39,832, respectively.
Note 4. Subsequent events
The Company has evaluated subsequent events and no such events have occurred.
Note 5. Recently Issued Accounting Pronouncements
In February 2010, FASB issued ASU 2010-09 Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors, which is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February 2010 and did not disclose the date the financial statements are available to be issued.
F-4
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 $150,000.00 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, 2010. For the quarter ended March 31, 2010, the Company recognized a net loss of $6,751. Expenses for the period were comprised of costs mainly associated with legal, accounting and office.
Liquidity and Capital Resource
At March 31, 2010 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.
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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 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.
Our significant accounting policies are summarized in Note 1 of our financial statements at December 31, 2009. 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 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 4T. Controls and Procedures
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Evaluation of Controls and Procedures.
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Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 (Exchange Act) as a process designed by or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
Pertain to the maintenance of records that is in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors: and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s Internal Control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in this Internal Control-Integrated Framework.
Base on our assessment, we believe that, as of March 31, 2010 our internal control over financial reporting was ineffective.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2010, our disclosure controls and procedures were ineffective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
We have concluded that our disclosure controls and procedures were deficient. 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.
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Changes in internal controls.
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
33.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
33.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
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(b)
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Reports on Form 8-K
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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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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.
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EXCLUSIVE APPAREL, INC.
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Date: May 10, 2010
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By: /s/ Georgette Mathers
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Georgette Mathers
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Chief Executive Officer
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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:
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Signature
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Title(s)
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Date
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/s/ Georgette Mathers
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Chief Executive Officer and Director
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May 10, 2010
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Georgette Mathers
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(Principal Executive Officer)
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/s/ Georgette Mathers
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Chief Financial Officer and Director
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May 10, 2010
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Georgette Mathers
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(Principal Financial and Accounting Officer)
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