EXLA / EXLA Resources Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 ☐ Transition Report Pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-5367

- FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-53675 HELMER DIRECTIONAL DRILLING CORP. (Exact name of registrant as sp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Nevada 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS E

- NT 10-Q

NT 10-Q 1 nt10qhelmer93013.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-53675 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form

- PRER 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C/A INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement □ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) □ Definitive information statement HELMER DIRECTIONAL DRILLING CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Nevada 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS Em

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HELMER DIRECTIONAL DRILLING CORP. 715 13th Street NE, Wenatchee, Washington 98802 November 4, 2013 VIA EMAIL AND EDGAR Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Mr. John Coleman, Mining Engineer U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Amendment No. 2 to Form 10-K for the Year En

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment no. 2) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53675 HELMER DIRECTIONA

Excelsior Mine Claim Detail

Exhibit 99.2

Liver Peak Mine Claim Detail.

Exhibit 99.1

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HELMER DIRECTIONAL DRILLING CORP. 715 13th Street NE, Wenatchee, Washington 98802 October 29, 2013 VIA EMAIL AND EDGAR Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Mr. John Coleman, Mining Engineer U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Amendment No. 1 to Form 10-K for the Year En

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John D. Thomas, P. C. 11650 South State Street, Suite 240 Draper, Utah 84020 (801) 816-2536 Fax: (801) 816-2599 October 25, 2013 Via E-mail and EDGAR Ms. Tia L. Jenkins Mr. John Coleman U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Amendment No. 1 to Form 10-K for the Year Ended December 31, 2012

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John D. Thomas, P. C. 11650 South State Street, Suite 240 Draper, Utah 84020 (801) 816-2536 Fax: (801) 816-2599 October 17, 2013 Via E-mail and EDGAR Ms. Tia L. Jenkins Mr. John Coleman U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Amendment No. 1 to Form 10-K for the Year Ended December 31, 2012

- PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C/A (Amendment No.

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53675 HELMER DIRECTIONA

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-

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HELMER DIRECTIONAL DRILLING CORP. 715 13th Street NE, Wenatchee, Washington 98802 September 20, 2013 VIA EMAIL AND EDGAR Ms. Tia L. Jenkins, Senior Assistant Chief Accountant Ms. Myra Moosariparambil Mr. John Coleman, Mining Engineer U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Form 10-K for the

- PRE 14-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C/A INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement □ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) □ Definitive information statement HELMER DIRECTIONAL DRILLING CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Nevada 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS E

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John D. Thomas, P. C. 11650 South State Street, Suite 240 Draper, Utah 84020 (801) 816-2536 Fax: (801) 816-2599 September 3, 2013 Via E-mail and EDGAR Myra Moosariparambil Tia L. Jenkins U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Form 10-K for the Year Ended December 31, 2012 Filed April 11, 2

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John D. Thomas, P. C. 11650 South State Street, Suite 240 Draper, Utah 84020 (801) 816-2536 Fax: (801) 816-2599 August 23, 2013 Via E-mail and EDGAR Myra Moosariparambil Tia L. Jenkins U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Helmer Directional Drilling Corp. Form 10-K for the Year Ended December 31, 2012 Filed April 11, 201

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-5

Exhibit 31.1

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 Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-53675 HELMER DIRECTIO

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-53675 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ]

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Nevada 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS Emplo

Share Exchange Agreement by and between Helmer Directional Drilling Corp., Excelsior Gold Corp., Georgette Wansor, and the shareholders of Excelsior Gold Corp. dated March 14, 2013

Exhibit 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG HELMER DIRECTIONAL DRILLING CORP. EXCELSIOR GOLD CORPORATION AND THE STOCKHOLDERS OF EXCELSIOR GOLD CORPORATION DATED: March 14, 2013 1 SECTION I DEFINITIONS SECTION I DEFINITIONS 1 SECTION II EXCHANGE OF SHARES AND SHARE CONSIDERATION 6 SECTION III CLOSING DATE 7 SECTION IV REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 8 SECTION V REPRESENTATIONS

Excelsior Gold Corporation audited financial statements for the period from November 21, 2012 (inception) to December 31, 2012

Exhibit 99.1 EXCELSIOR GOLD CORPORATION (An Exploration Stage Company) Financial Statements as of December 31, 2012 and from inception on November 21, 2012 through December 31, 2012 1 CONTENTS Balance Sheet 3 Statement of Operations 4 Statement of Cash Flows 5 Statement of Stockholders’ Equity 6 Notes to the Financial Statements 7 2 EXCELSIOR GOLD CORPORATION (an exploration stage company) Balance

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK HELMER DIRECTIONAL DRILLING CORP.

Exhibit 4.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK OF HELMER DIRECTIONAL DRILLING CORP. The Articles of Incorporation of Helmer Directional Drilling Corp, a Nevada corporation (the “Company”), provide that the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001, and that the Board of Directors have

Certificate of Designation of Rights and Preferences of Series M Preferred Stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary information statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive information statement HELMER DIRECTIONAL DRILLING CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS E

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK HELMER DIRECTIONAL DRILLING CORP.

Exhibit 4.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK OF HELMER DIRECTIONAL DRILLING CORP. The Articles of Incorporation of Helmer Directional Drilling Corp, a Nevada corporation (the “Company”), provide that the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001, and that the Board of Directors have

EXCELSIOR GOLD CORPORATION (An Exploration Stage Company) Financial Statements as of December 31, 2012 and from inception on November 21, 2012 through December 31, 2012

Exhibit 99.1 EXCELSIOR GOLD CORPORATION (An Exploration Stage Company) Financial Statements as of December 31, 2012 and from inception on November 21, 2012 through December 31, 2012 1 CONTENTS Balance Sheet 3 Statement of Operations 4 Statement of Cash Flows 5 Statement of Stockholders’ Equity 6 Notes to the Financial Statements 7 2 EXCELSIOR GOLD CORPORATION (an exploration stage company) Balance

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C/A INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement □ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) □ Definitive information statement HELMER DIRECTIONAL DRILLING CORP.

SHARE EXCHANGE AGREEMENT BY AND AMONG HELMER DIRECTIONAL DRILLING CORP. EXCELSIOR GOLD CORPORATION THE STOCKHOLDERS OF EXCELSIOR GOLD CORPORATION DATED: March 14, 2013

Exhibit 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG HELMER DIRECTIONAL DRILLING CORP. EXCELSIOR GOLD CORPORATION AND THE STOCKHOLDERS OF EXCELSIOR GOLD CORPORATION DATED: March 14, 2013 1 SECTION I DEFINITIONS SECTION I DEFINITIONS 1 SECTION II EXCHANGE OF SHARES AND SHARE CONSIDERATION 6 SECTION III CLOSING DATE 7 SECTION IV REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 8 SECTION V REPRESENTATIONS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS Emp

Exhibit 31.1

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 Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-53675 HELMER DIRECTI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-53675 20-5567127 (State of Other Jurisdiction (Commission File (IRS Empl

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-53675 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ]

- SCHEDULE 14C HELMER DIRECTIONAL DRILLING CORP.

PRER14C 1 prer14chelmer.htm SCHEDULE 14C HELMER DIRECTIONAL DRILLING CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Amendment No. 1 INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement □ Con

Exhibit 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53675 HELMER DIRECTIONAL DRILLING CORP. (Ex

- HELMER DIRECTIONAL DRILLING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-53675 (Check One): [ X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

EXLA / Helmer Directional Drilling Corp. / Donaldson Paul Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* HELMER DIRECTIONAL DRILLING CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 423443100 (CUSIP Number) March 14, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

EXLA / Helmer Directional Drilling Corp. / McFarland Douglas Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* HELMER DIRECTIONAL DRILLING CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 423443100 (CUSIP Number) March 14, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Helmer Directional Drilling Corp (Exact name of registrant as specified in its corporate charter) Commission File No.: 000-53675 Nevada 20-556127 (State or other jurisdiction of incorporation or organ

EXCELSIOR GOLD CORPORATION (An Exploration Stage Company) Financial Statements as of December 31, 2012 and from inception on November 21, 2012 through December 31, 2012

Exhibit 99.1 EXCELSIOR GOLD CORPORATION (An Exploration Stage Company) Financial Statements as of December 31, 2012 and from inception on November 21, 2012 through December 31, 2012 1 CONTENTS Balance Sheet 3 Statement of Operations 4 Statement of Cash Flows 5 Statement of Stockholders’ Equity 6 Notes to the Financial Statements 7 2 EXCELSIOR GOLD CORPORATION (an exploration stage company) Balance

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK HELMER DIRECTIONAL DRILLING CORP.

Exhibit 4.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES M CONVERTIBLE PREFERRED STOCK OF HELMER DIRECTIONAL DRILLING CORP. The Articles of Incorporation of Helmer Directional Drilling Corp, a Nevada corporation (the “Company”), provide that the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001, and that the Board of Directors have

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2013 HELMER DIRECTIONAL DRILLING CORP. (Exact name of registrant as specified in its charter) Nevada 000-53675 20-5567127 (State or other jurisdiction of incorporation) (Com

SHARE EXCHANGE AGREEMENT BY AND AMONG HELMER DIRECTIONAL DRILLING CORP. EXCELSIOR GOLD CORPORATION THE STOCKHOLDERS OF EXCELSIOR GOLD CORPORATION DATED: March 14, 2013

Exhibit 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG HELMER DIRECTIONAL DRILLING CORP. EXCELSIOR GOLD CORPORATION AND THE STOCKHOLDERS OF EXCELSIOR GOLD CORPORATION DATED: March 14, 2013 1 SECTION I DEFINITIONS SECTION I DEFINITIONS 1 SECTION II EXCHANGE OF SHARES AND SHARE CONSIDERATION 6 SECTION III CLOSING DATE 7 SECTION IV REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 8 SECTION V REPRESENTATIONS

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [ ] Definitive Information Statement Helmer

Helmer Directional Drilling Corp. to Buy Excelsior Gold

Helmer Directional Drilling Corp. to Buy Excelsior Gold CHINO, Calif., Dec. 17, 2012 (GLOBE NEWSWIRE) - Helmer Directional Drilling Corp. (OTCQB:EXLA) announced today that it signed a Letter of Intent to buy Excelsior Gold, Inc. ("Excelsior") on December 13, 2012. Excelsior is a Nevada company that has two mining properties located in the State of Washington and the State of Montana. The propertie

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2012 HELMER DIRECTIONAL DRILLING CORP. (Exact name of registrant as specified in its charter) Nevada 000-53675 20-556127 (State of other jurisdiction (Commission (IRS Empl

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 S

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 COR

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 June 30, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTIO

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 June 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. (E

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, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTI

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, 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. (

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission File No. 000-53675 HELMER DIRECTIONAL

10-K 1 exla10k.htm ANNUAL REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 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 j

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, 2011 [ ] TRANSITION REPORT PURSUANT TO S

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, 2011 [ ] 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 COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ]Preliminary Information Statement [ ]Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X]Definitive Information Statement Exclusive Apparel, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] 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 EXCLUSIVE APPAREL,

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 June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTIO

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 June 30, 2011 [ ] 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 EXCLUSIVE APPAREL, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X]Preliminary Information Statement [ ]Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ]Definitive Information Statement Exclusive Apparel, Inc.

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, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTI

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, 2011 [ ] 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 EXCLUSIVE APPAREL, INC. (Exact name

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File No. 000-53675 EXCLUSIVE APPAREL,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File No. 000-53675 EXCLUSIVE APPAREL, INC. (Exact name of small business issuer as specified in its charter) Nevada 20-5567127 (State or other jurisdiction of incorporation (I.R.S. Employ

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, 2010 [ ] TRANSITION REPORT PURSUANT TO S

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, 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. 000-53675 EXCLUSIVE APPAREL, INC. (Exact

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 June 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTIO

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 June 30, 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

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 SECTI

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 nam

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 Commission File No.333-140305 EXCLUSIVE APPAREL,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 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 organizatio

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, 2009 [ ] TRANSITION REPORT PURSUANT TO S

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, 2009 [ ] 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

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission File No.333-140305

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 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 incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ . ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ . ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2009 EXCLUSIVE APPAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508 October 13, 2009 VIA FACSIMILE (703) 813-6963 Blaise A. Rhodes Staff Accountant Office of Beverages, Apparel and Health Care Services Securities and Exchange Commission Division of Corporate Finance CF/AD 9 100 F Street N.E. Washington D.C. 20549 Re: Exclusive Apparel, Inc. (“Company”) 8-K file October 6, 2009 Reference Number: 000-

LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-16.1 2 eappex16.htm Exhibit 16.1 LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-6010 Dear Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Exclusive Apparel, Inc. (the Company). We have read the Company's disclosure set forth in Item 4.01, "Changes i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2009 EXCLUSIVE APPAREL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of in

Seale and Beers, CPAs PCAOB & CPAB Registered Auditors 6490 WEST DESERT INN RD, LAS VEGAS, NEVADA 89146 (702) 253-7492 Fax: (702)253-7501

EX-16.1 2 eappex16.htm EXHIBIT 16.1 SEALE and BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com October 1, 2009 Office Of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K/A dated September 22, 2009 of Exclusive Apparel, Inc. (the "Company") to be filed w

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508 October 1, 2009 VIA FACSIMILE (703) 813-6963 Blaise A. Rhodes Staff Accountant Office of Beverages, Apparel and Health Care Services Securities and Exchange Commission Division of Corporate Finance CF/AD 9 100 F Street N.E. Washington D.C. 20549 Re: Exclusive Apparel, Inc. (“Company”) Dear Mr. Rhodes: This letter is in response to y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2009 EXCLUSIVE AP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer

SEALE and BEERS, CPAs

EX-16.1 2 exappex16.htm SEALE and BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com September 22, 2009 Office Of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated September 22, 2009 of Exclusive Apparel, Inc. (the "Company") to be filed with the Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2009 EXCLUSIVE APPA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508

EXCLUSIVE APPAREL, INC. 8860 Greenlawn Street Riverside, CA 92508 September 7, 2009 VIA FACSIMILE (703) 813-6963 Tia Jenkins Senior Assistant Chief Accountant Securities and Exchange Commission Division of Corporate Finance CF/AD 9 100 F Street N.E. Washington D.C. 20549 Re: Exclusive Apparel, Inc. (“Company”) Dear Ms. Jenkins: This letter is in response to your letter dated August 28, 2009. On Se

6490 West Desert Inn Road, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

EX-16.1 2 eappex16.htm Exhibit 16.1 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS - PCAOB REGISTERED August 7, 2009 U. S. Securities and Exchange Commission 450 Fifth Street NW Washington DC 20549 Re: Exclusive Apparel, Inc. Dear Sirs: We were previously the principal auditors for Exclusive Apparel, Inc. and we reported on the financial statements of Exclusive Apparel, Inc. for the period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2009 EXCLUSIVE APPARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of i

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 June 30, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTIO

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 June 30, 2009 [ ] 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2009 EXCLUSIVE APPAREL,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2009 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EXCLUSIVE APPAREL, INC. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 20-5567127 (State of Incorporation or organization) (I.R.S. Employer Identification No.) 6555 W. Gary Avenue, L

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, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTI

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, 2009 [ ] 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 nam

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission File No.333-140305 EXCLUSIVE APPAREL,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 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 organizatio

EXCLUSIVE APPAREL, INC. CODE OF ETHICS

EXCLUSIVE APPAREL, INC. CODE OF ETHICS Introduction Exclusive Apparel, Inc. (the "Company") has adopted this Code of Ethics for its senior financial management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to the Company's Chief Executive Officer and any Chief Financial Officer, treasurer, controller and other senior financial officer that the Company may hire in

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, 2008 [ ] TRANSITION REPORT PURSUANT TO S

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, 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

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/THIRD AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission File No.333-140305 EX

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/THIRD AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 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 incorporatio

EXCLUSIVE APPAREL, INC. 6555 W. Gary Avenue Las Vegas, Nevada 89139 Telephone (702) 242-9501

EXCLUSIVE APPAREL, INC. 6555 W. Gary Avenue Las Vegas, Nevada 89139 Telephone (702) 242-9501 October 3, 2008 United States Securities and Exchange Commission Washington, D.C. 20549 Re: Exclusive Apparel, Inc. Amended 10-KSB for December 31, 2007 File Number 333-140305 To Whom It May Concern: Exclusive Apparel, Inc., has attempted several revisions of its Form 10-KSB for the period ended December 3

EXCLUSIVE APPAREL, INC. 6555 W. Gary Avenue Las Vegas, Nevada 89139 Telephone (702) 242-9501

EXCLUSIVE APPAREL, INC. 6555 W. Gary Avenue Las Vegas, Nevada 89139 Telephone (702) 242-9501 September 23, 2008 United States Securities and Exchange Commission Washington, D.C. 20549 Re: Exclusive Apparel Form 10KSB for December 31, 2007 Commission File Number 333-140305 To Whom It May Concern: We are in receipt of the comment letter dated August 29, 2008 and in response to the comment letter we

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/SECOND AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission File No.333-140305 E

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/SECOND AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 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 incorporati

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission File No.333-140305 EXCLUSIV

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 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 o

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 June 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTIO

Filed by Empire Stock Transfer, Inc. (702) 818-5898 - Exclusive Apparel, Inc. - Form 10Q 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 June 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2008 EXCLUSIVE APPAREL,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2008 EXCLUSIVE APPAREL, INC. (Exact name of registrant as specified in its charter) Nevada 333-140305 20-556127 (State of other jurisdiction (Commission (IRS Employer of inco

MERGER AGREEMENT

EX-2.1 2 exapex2.htm MERGER AGREEMENT MERGER AGREEMENT This Merger Agreement ("Agreement") is entered into as of May 28, 2008, by and among Exclusive Apparel, Inc., a Nevada corporation ("EAI"), EAI Acquisition Corporation, a Nevada corporation and a newly-created wholly-owned subsidiary of EAI ("Merger Sub"), and e-Smart Technologies, Inc., a Nevada corporation ("Company") (each a "Party" and col

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 SECTI

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 nam

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 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 organizat

EXCLUSIVE APPAREL, INC. CODE OF ETHICS

EX-14 2 excapex14.htm EXCLUSIVE APPAREL, INC. CODE OF ETHICS Introduction Exclusive Apparel, Inc. (the "Company") have adopted this Code of Ethics for its senior financial management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to the Company's Chief Executive Officer and any Chief Financial Officer, treasurer, controller and other senior financial officer that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: December 31, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 [ ] 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. (Exa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECT

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ESCROW AGREEMENT

ESCROW AGREEMENT AGREEMENT made as of the 25th day of January 2007 by and between Exclusive Apparel, Inc.

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