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 DIRECTIONAL DRILLING CORP.

(Exact name of registrant as specified in its
charter)



|Delaware                                                      |  | 20-5567127                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              |  |                                    
|715 13th Street NEWenatchee, Washington                       |  | 98802                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



(509) 884-2218

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section 12(b) of
the Act:



|None                |  | N/A                                      
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered



Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to Section 12(g) of
the Act:None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.  Yes o  No ý



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No ý



Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter



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period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ý  No o



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate website, 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 o  No ý



Indicate by checkmark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý



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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer o |  | Accelerated filer o        
|------------------------- |  | ---------------------------
|Non-accelerated filer  o  |  | Smaller reporting company ý



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). o  Yes    ý  No



Based on the closing price of our common stock as listed on the
OTC Bulletin Board, the aggregate market value of the common stock of Helmer Directional Drilling Corp. held by non-affiliates
as of June 30, 2012 was $9,440.



As of April 3, 2013, there were 105,692,627 shares of common stock
outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: 
None.







Table of Contents2







EXPLANATORY NOTE



This Amendment No. 1 amends the Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 which was filed with the Securities and Exchange Commission on April 11, 2013 and is being
filed for the purpose of amending Item 1 to comply with Industry Guide 7.



Other than as discussed above, this Form 10-K/A does not update or amend any other information or any exhibits
as originally filed on the Form 10-K and does not otherwise reflect events occurring after the original filing date of the Form
10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with other filings made by the issuing
entity with the Securities and Exchange Commission subsequent to the filing of the filing of the Form 10-K.















































Table of Contents3







|TABLE OF CONTENTS
|-----------------
|PART I           
|ITEM 1.          
|ITEM 1A.         
|ITEM 1B.         
|ITEM 2.          
|ITEM 3.          
|ITEM 4.          
|PART II          
|ITEM 5.          
|ITEM 6.          
|ITEM 7.          
|ITEM 7A.         
|ITEM 8.          
|ITEM 9.          
|ITEM 9A.         
|ITEM 9B.         
|PART III         
|ITEM 10.         
|ITEM 11.         
|ITEM 12.         
|ITEM 13.         
|ITEM 14.         
|PART IV          
|ITEM 15.         
|SIGNATURES       







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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



Please see the note under “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,” for a description of special
factors potentially affecting forward-looking statements included in this report.





































Table of Contents5





PART I

ITEM 1.	BUSINESS.

Business Overview



Our objective as a small
mining company is to consolidate mining interests, claims, mineral rights, and operations within one company and to develop these
mining interests by drilling and proving mineral reserves specifically in our first two properties located in Washington and Montana.



Our Corporate History and Background



We were incorporated in
the State of Nevada on September 8, 2006. Prior to the Share Exchange, we were a developmental stage company that had a principal
business objective of offering premium baseball cap type headwear for women with exquisite taste and extravagant appetites as exclusive
accessories to differentiate themselves. However, due to lack of capital, the Company had not been able to commence any business.



In late 2011, we considered
entering into the directional well drilling industry and changed our name from Exclusive Apparel, Inc. to Helmer Directional Drilling
Corp (the “Company”). However, we were unable to attract the necessary capital and management to begin any operations.



On March 14, 2013 (the
“Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) by and
among the Company, Excelsior Gold Corporation, a Utah corporation (“Excelsior”), and the shareholders of Excelsior,
pursuant to which the Company purchased all of the outstanding common stock of Excelsior in exchange for 1,000.999 shares of our
Series M preferred stock, par value $0.001 per share (the “Series M Preferred Stock”) (such transaction is sometimes
referred to herein as the “Share Exchange”). The Series M Preferred Stock is convertible into 302,000,000 shares of
common stock, conditional upon the amendment of the Company’s Articles of Incorporation to increase the number of authorized
shares to 700,000,000. As a result of the Share Exchange, we are now the holding company of Excelsior and operating a company in
development of mining interests by drilling and proving mineral reserves specifically in our first two properties located in Washington
and Montana. As a condition to the Share Exchange, 155,466,645 shares of our common stock, par value $0.001 (the “Retired
Stock”) then outstanding were cancelled and retired.



As a result of the Share
Exchange, we will cease our prior operations and, we will operate as a mining exploration and development company.



Our Industry



The Mining Industry



The mining industry is
highly fragmented, as there are many gold and silver prospectors and producers, both small and large, in every market and region
throughout the world. As these metals are well established commodities with well established markets, we believe that a production-stage
mine will undoubtedly have a ready market for extracted minerals. Nevertheless, the global economic downturn has weakened the mining
sector, which is expected to witness greater consolidation and reliance on non-traditional sources of financing to develop mining
properties. In addition, we expect that the industry will also likely see a greater degree of vertical integration of mineral extraction
and distribution firms.



Table of Contents6







Our Business Strategy



Our objective is not to
extract gold, silver, and other precious metals, but only to prove mineral reserves. We intend to seek joint venture partners with
the financial and operational means to be able to extract the minerals.



Our principal property
is a deposit 100% owned directly through our subsidiary Excelsior Gold Corporation, located in Northeast Washington where we hold
54 lode mining claims in respect of the Great Excelsior Mine (also sometimes referred to as the “Excelsior Claims”)
located in Whatcom County in the Mount Baker quadrangle in western Washington State.



Location, Access and Physiography



The Excelsior claims are accessed by United
States Forest Service roads. The claims can be accessed by following I-5 south from the Canadian-U.S. border, to State Highway
542. Highway 542 is followed for 37 miles to the Glacier Creek road, located one mile east of the town of Glacier, Washington.
The Deadhorse road, which leads to the claims, is accessed immediately after turning onto the Glacier Creek road and is followed
for a distance of six miles. A mile long mine road leads to the workings and numerous drill roads.







The claim block is located
south of the North Fork of the Nooksack River, along Wells Creek. The topography is steep rising from 1400 ft. to 2400 ft. Most
of the area is heavily forested with cedar and fir. Power and water are available at the mine.





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The explored portion of
the deposit is located on a large down-dropped landslide block. There are 105 core and reverse circulation holes delineating the
identified reserves. The Great Excelsior Mine was a former gold and silver producer which was forced to close in 1918 due to falling
metal prices and a shortage of supplies. This mining property has been explored by numerous mining companies over the years, including
ASARCO, Silver Standard, Ltd., Quintana Resources, Inc., US Borax, Steelhead Resources, Inc, FMC Gold Corp., Stanford Metals, Ltd,
and Arizuma Silver, Inc.



The Excelsior Mine is located
on the axis of an overturned anticline in the Wells Creek Volcanics, consisting of altered siltstone, tuff, and a sedimentary breccia
consisting of felsic volcanic ejecta (from a Jurassic “black smoker), fragments of tuf, and siltstone. The alteration is
typical of an epigenetic sequence with the host rock altered to sericite, adularia and calcite. The Au and Ag minerals consist
of native gold, gold in pyrite, electrum argentite, and minor polybasite. Mineralized siltstone caries 2 to 3% fine grain pyrite
crystals, less than 1mm in diameter, and is saturated with adularia. The alteration of the host rock is an indicator of high grade
mineralization and can be identified in the drill core. The planned drilling will seek to locate and develop high grade zones carrying
up to 1 opt Au and 50 opt Ag, as are seen in the workings on the Blacksmith and Mill levels.



The Excelsior mine is a
“development stage” project which is ready for production upon getting financing and approvals from the United States
Forest Service. Currently, the Excelsior Mine does not have a mining plant, mill or mining equipment. To date, the work completed
on the Excelsior property consists of approximately $3 million (inflation adjusted) of drilling and other exploration work that
has been performed, to include a portal replacement in 2011. Currently, a Plan of Operations is being processed by the Forest Service
for improvements to the haulage road. One hundred fifteen reverse, circulation, rotary and diamond drill holes have been drilled
on the Excelsior property by several companies. The company has all drill logs, assays, and reports generated by this work. A substation
is located within a mile and a half of the Excelsior Mine. Water is flowing from the portal, and a well can be drilled or water
trucked for domestic use. There are no plans to construct a mine plant on site, so water usage will be minimal. The Excelsior Mine
has 500,000 tons of 12.5 opt Ag and 0.13 opt Au, which meet, or exceed SEC Industry Guide 7 criteria for Probable Reserves. The
economics of mining these reserves has been demonstrated by detailed cash flow analysis preformed by Licensed Mining Engineers
and Geologists. Development drilling from within the existing workings is planned to accurately define the boundaries of the reserves
prior to mining. This is standard practice when mining disseminated reserve deposits, where the reserves minerals are occur throughout
the host rock. The primary focus of the company is to do the necessary development drilling prior to running a decline from the
Blacksmith Level to beneath the South Ore Zone, located 300 ft south of the Blacksmith Level. To accomplish this, the Plan of Operations
must be approved, mine road repaired, the Blacksmith Portal retimbered , and minor rehab work done on the Blacksmith Level. The
budgetproposed budget for this work is $400K. The objective is to be shipping minerals by the end of the 2nd
quarter of 2014. To accomplish this we plan to sell crushed rocks at the mine head and are in discussions with buyers. Phase I
is outlined above and consist of repairing the haulage road, retimbering the Blacksmith portal, preparing underground drill sites,
and drilling 300 ft of NQ core. Phase II consist of driving the decline beneath the South Zone, collecting bulk samples to determine
the best method of extraction, joint venture the production phase and/or obtain $15M in financing, prior to mining. We believe
that Phase I will be funded through a bridge loan. We are presently seeking this financing with short term lenders. We anticipate
that Phase II will be funded through a joint venture or non-brokered private placement. The exploration work will be supervised
by our staff, three of whom are licensed Geologists, each with over 30 years of industrial experience in mining and mineral exploration.
The Plan of Operations, if approved, for the road improvements will contain the bonding requirements. No Plan of Operations is
required for drilling because the drilling will be done from underground and therefore is not regulated by the Forest Service,
Whatcom County, or the

Table of Contents8







state of Washington. An additional Plan of
Operations will be required to haul rocks on the Forest Service roads; however, the US Forest Service Environmental Coordinator
told us that the time frame will be relatively short to obtain approval; i.e., a few months.



Although a NI 43-101 compliant
report has not been produced in respect of the mining claims we hold, we estimate that 493,000 ounces of potential gold-equivalent
drill indicated resources are available to be mined, and an additional 500,000 ounces of potential gold-equivalent non-drill indicated
resources are also available. The term “gold-equivalent” means that the precious metal content contained in these claims
(whether of silver, gold, or other minerals) is estimated to be equivalent in value to gold in these respective drill and non-drill
indicated resources. Below are two 3-dimensional maps showing a cross section of drill holes, and the contours of the project and
probable deposit locations thereunder.











Table of Contents9







Reserve Calculations for the Excelsior Deposit



The minerals underlying
the Excelsior Claim consist of a disseminated sediment-hosted submarine epithermal volcanogenic silver and gold deposit, striking
N300E which is open to the southwest (along strike) and to the west. American Mine Services, Inc. (1987) with the following reserve
calculations:



|Tonnage             |                              | Cutoff Grade |                          | Au opt |        | Ag oz/T |  | Aueq opt
|------------------- | ---------------------------- | ------------ | ------------------------ | ------ | ------ | ------- |  | --------
|                    |                              |              |                          |        |        |         |  |         
|Probable            |                              |              | (EMC, 2004)              |        | (60:1)
|4,814,004           |                              | 0.04         |                          | 0.036  |        | 2.406   |  | 0.076   
|                    |                              |              |                          |        |        |         |  |         
|Possible            |                              |              |                          |        | (60:1)
|3,006,366           |                              | 0.03         |                          | 0.029  |        | 1.219   |  | 0.049   
|                    |                              |              |                          |        |        |         |  |         
|Probable            |                              |              | (Quinlan, James, 1989)   |        | (60:1)
|4,242,844           |                              | 0.035        |                          | 0.036  |        | 2.3     |  | 0.068   
|                    |                              |              |                          |        |        |         |  |         
|Probable            |                              |              | (Buchholz, Donald, 2004) |        | (60:1)
|2,000,823           |                              | 0.04         |                          | 0.036  |        | 2.46    |  | 0.076   
|                    |                              |              |                          |        |        |         |  |         
|Probable            |                              |              | (Graham, Richard, 2004)  |        | (60:1)
|3,700,000           |                              | 0.03         |                          | 0.031  |        | 2.32    |  | 0.07    
|                    |                              |              |                          |        |        |         |  |         
|Probable High Grade | (Tschauder, Richard, 1999)   |              | Aueq opt                
|(60:1)             
|300,000             |                              |              |                          | 0.207  |        | 20.1    |  | 0.536   
|                    |                              |              |                          |        |        |         |  |         
|Probable High Grade | (McGregor & Robertson, 1989) |              | Aueq opt                
|(60:1)             
|550,000             |                              |              |                          | 0.13   |        | 12.5    |  | 0.338   



Mark Hawksworth of FMC
Gold Corporation (1989) estimated the untested exploration potential of the Excelsior Claims to be +500,000 equivalent ounces of
gold. This conclusion was based upon the evaluation of six areas (not included in the above table) within and adjacent to the claim
group. Estimated tonnage for calculated and untested reserves is believed to be 7.1 million tons of 0.08 Aueq.



In October of 1999, Rick
Tschauder reviewed the Excelsior Claims’ geologic and assay data for Atlas Mining Company and did a sensitivity study to
determine mining feasibility at the then- current gold and silver prices (Au $280/oz, Ag $5.35/oz). He concluded that there appeared
to be sufficient reserves for four (4) years production at 250 tpd the mine would produce 75,000 tons per year over a four (4)
year period. The total estimated high grade reserves are 300,000 tons. Approximately 95 percent of the high grade (>0.1 opt
Aqeq) mineralization is located within or immediately adjacent to the felsic volcanic rocks (Franklin, 1985).

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Using the Rockware 2004
program and an “easterly weighted” inverse distance squared algorithm, Doug McFarland, our Chief Executive Officer,
recalculated the tonnage and grade of high-grade mineral body and obtained 279,652 tons of 0.338 opt Aueq and 353,043 tons using
a cut off of 0.18 opt Aueq. We believe that this zone can be profitably mined by a small 250 tpd operation at current prices. We
further believe that the area bounded by 10,700 E to 11,300E and 9400N to 9900N can be profitably mined at 195,000 tpd using open
pit methods.



If we were able to commence
production in respect of our Great Excelsior Claims, we would likely not construct milling facilities but would transport extracted
material to a nearby mill operated by other larger gold and silver producers. Extensive metallurgical testing had been done on
the reserves by Hazen Research, Inc. of Golden, Colorado. Recovery of 96.8 percent of the silver and 95.6 percent of the gold could
also, in our opinion, be accomplished by flotation accompanied by a nitric acid leach of the concentrates and CIL recovery. We
also have rights in respect of a second property, the Liver Peak property, which is also 100% owned directly through our subsidiary
Excelsior Gold Corporation. Located in Montana, this property comprises 30 unpatented federal mining claims covering 620 acres
in the Lolo National Forest in Sanders County, Montana, about 8 kilometers northeast of the town of Thompson Falls.



Location, Access and Physiography



The Liver Peak property
is accessed by improved United States Forest Service roads. The claims can be accessed by taking the Thompson River Road, approximately
1 mile east ot Thompson Falls, MT, then the first improved USFS road (Spruce Creek Road), and then the Honeymoon Creek Road, which
goes through to the property.





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The Liver Peak claims are
centered on an elliptical area roughly 620 acres in size, of strong hydrothermal alteration and quartz veining. We believe Liver
Peak is rich in molybdenum reserves, and we would expect to only incur an extraction cost of 5-10% per ton. There is power within
1 mile of the property, and water could be pumped from the Thompson River, or a well drilled near the river and water pumped to
the property.



Historic drilling on the
Liver Peak property between 1967 and 1981 by Bear Creek Mining, Asarco, and Noranda, totaled 10 holes for 6,600 meters drilled.
This drilling intersected three significant zones of molybdenum mineralization grading over 0.1% MoS2 accompanied by elevated tungsten
and silver over an area extending at least 600 meters by 300 meters and extending to depths of nearly 1,400 meters. The system
is substantially untested at depth.



Molybdenum mineralization
has been found in three subsurface regions, termed the Upper Zone, the North Zone, and the Lower Zone, all of which are probably
genetically linked to a deep mass of quartz-eye porphyry intersected in the last deep hole drilled on the property in 1979. Falling
molybdenum prices in 1982 led Noranda to abandon the project and drop their claims. No significant work to determine the extent
of the quartz-eye porphyry and related molybdenum-tungsten silver mineralization has been done since that time.



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In the last deep exploration
drilling conducted on the property in 1979, drill hole LP-4 (total depth 1460 meters) intersected 687 meters of a felsic intrusive
complex including a distinctive quartz-eye porphyry that carried significant molybdenite in stockwork quartz veinlets associated
with secondary K-feldsparand silica alteration. Significant molybdenum mineralization was found in a shallow zone between 268 meters
and 564 meters grading 0.118% MoS2 hosted by Precambrian Belt Series sedimentary rocks, and a lower zone between 1198 metersand
1387 meters grading 0.126% MoS2 hosted by stockwork quartz veinlets in quartz-eye porphyry immediately overlying a silica-altered
microgranite. The hole was terminated at a depth of 1460 meters in microgranite carrying increasing amounts of secondary K-feldspar
and secondary biotite. A previous drill hole LP-2, located 250 meters northwest of LP-4, encountered 216 meters grading 0.10% MoS2
between depths of 70 meters and 320 meters and a lower zone between depths of 637 meters and 853 meters (TD) grading 0.10% MoS2
though it wasn't drilled deep enough to encounter the quartz-eye porphyry.



Rising molybdenum prices
beginning in 2004 led Idaho General Mines (General Moly) to restake the district. For unknown reasons in 2006, Idaho General Mines
dropped the claims in the core of the district, and they were subsequently relocated by several affiliates of West Coast Resource
Associates, the principals of which are also newly-appointed officers and directors of the Company following the Share Exchange.
In early 2012, West Coast Resource Associates, LLC. consolidated its holdings by restaking the key ground in the district, directly
over the known molybdenum mineralization and the underlying quartz-eye porphyry. It is estimated that the total inflation adjusted
cost incurred by all parties on the Liver Peak project to date, is approximately $3.1 million dollars.



The Liver Peak property currently does not
have a mine plant, mill or mining equipment, and is considered an “advanced stage” exploration project, and has no
proven or probable reserves as defined by SEC Industry Guide 7. No exploration is planned for the Liver Peak project prior to 2015,
due to the shortage of investment capital and the substantial cost of drilling the greater than 4500 ft deep core holes.



Property Interests and Mining Claims in General



All mining properties owned
and /or controlled by the company consist of lode mining claims on United States Forest Service land. The
mineral rights were acquired by staking lode mining claims as per the Mining Law of 1872. Each lode mining claim in respect to
the Liver Peak Property and Excelsior projects consist of 20 acres. All claims are subject to an annual maintenance fee
of $140/claim due by noon onSeptember 30 each year. Mining
claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims
are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property
interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of public real estate
records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location
and maintenance of a claim. Furthermore, as these interests are derived from multiple jurisdictions, the risk of a defective claim
or other problems with ownership and development of the claim (including but not limited to the right of eminent domain) is compounded
further. If the validity of a patented mining claim or mineral interest is challenged by an applicable governmental body on the
grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility
of mining minerals located thereon. Such a challenge might be raised at any stage of development or at the commencement of production,
or simply when the government seeks to include the land in an area to be dedicated to another use.



Reserve Estimates

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Our reserve and resource
figures are estimates, and we cannot assure you that the indicated level of recovery will be realized or that we will have the
resources to do so. Because mining development is inherently capital intensive, we would expect that the Company would partner
with a larger mining company or other strategic source of capital and knowledge in respect of any significant development or operational
activity. Prolonged declines in the market price of gold may render reserves containing relatively lower grades of gold mineralization
uneconomic to exploit and could materially reduce our reserves. Should such reductions occur, discontinuation of exploration and
development (including the production of a NI 43-101 compliant report) could be discontinued. There are numerous uncertainties
inherent in estimating quantities of proven and probable gold reserves. The estimates in this document are based on various assumptions
relating to gold prices during the expected life of production and the results of additional planned development work, either by
us or in partnership with a larger mining company or other third party with more sufficient capitalization. Actual future production
rates, sales prices, and amounts, revenues, taxes, operating expenses, environmental and regulatory compliance expenditures, development
expenditures and recovery rates may vary substantially from those assumed in any estimates we have given. Any significant change
in these assumptions, including changes that result from variances between projected and actual results, could result in a material
downward or upward revision of current estimates.



Market

Gold has increased in value
from $400 per Troy ounce in early 2005 to over $1,600 at the end of 2012. The price of gold has been on a relatively steady increase
over the long term, with some disruption in this trend during 2008 and 2012. Deleveraging in 2008, which caused many financial
institutions to sell hard assets, drove the price decline from a high of approximately $1,000 in late 2007 to a low of approximately
$700 in mid 2008. In 2010, gold outperformed most other asset classes, with the spot price appreciating more than 27% during the
year, but further appreciated by more than 10% in 2011 before receding slightly during 2012. Since one of the most widespread uses
of gold is as a store of value, interest in owning the metal has increased significantly since the lows of 2008. The large fiscal
stimulus of the US, Europe and China, combined with economic instability, has heightened the concern for future inflation, driving
additional interest in owning gold. Gold is a currency without a country, and as such is preferred when confidence falls in any
one of the major currencies, or when international tensions build.



Physical demand for gold
has outpaced the discovery of new deposits and the introduction of new supply from developing deposits in the past decade. The
supply and production shortfall has been partly offset by central banks selling and the recycling of scrap gold. In the wake of
the financial crisis of 2008, central banks have reversed course, holding and purchasing gold. China and India have both reported
increases in their gold reserves year over year.



We believe that concerns
over future US inflation may be valid, regardless of the actual magnitude of inflation in the future. The balance sheet of the
U.S. Federal Reserve grew from zero in 1913 to approximately $500 billion in 1997, over an 84 year time period. A second $500 billion
was added to the Fed’s balance sheet from 1997 through September 2008. An additional $1,000 billion was added in September
and October of 2008 in an attempt to stave off a further deterioration in the U.S. economy and provide additional liquidity necessary
for a sustainable economic recovery. Since 2009, the present administration has generated record deficits in an effort to stimulate
the U.S. economy. Although such actions may have been necessary from a macroeconomic perspective, we believe this has contributed
to appreciable demand for gold by investors as a hedge against inflation of the U.S. Dollar. We further believe that, rather than
a temporary aberration which often occurs in commodity pricing, U.S. monetary policy has contributed to systemic long-term upward
pressure in the price of gold.

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Competition



We face strong competition
for the limited supply of companies and mineral properties from other mining companies, in the United States and abroad, and some
of our competitors have greater financial resources than we do.



We also compete with other
mining companies to attract and retain key executives, skilled labor, contractors and other employees. We compete with other mining
companies for the services of skilled personnel and contractors and their specialized equipment, components and supplies, such
as drill rigs, necessary for exploration and development. We also compete with other mining companies for rights to mine properties.
We believe a high degree of competition in this industry will continue for the foreseeable future.



We believe that we can
distinguish the Company from our competition by providing a high degree of professionalism, precise accounting, exceptional technical
and practical knowledge of our management and consultants.



Employees



As of the date of this
report, we had two employees. We also utilize the services of various contract personnel from time to time.



Available Information



The Company is subject to the information requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and annual reports, as well as
other information with the Securities and Exchange Commission (“Commission”) under File No. 333-14477. Such reports
and other information filed with the Commission can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices
maintained by the Commission throughout the United States. Information about the operation of the Commission’s public reference
facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website at http://www.sec.govthat contains reports and other information regarding the Company and other registrants that file electronic reports and information
with the Commission.



ITEM 1A.	RISK FACTORS.



An investment in our Common Stock involves
a high degree of risk. You should carefully consider the risks described below, together with all of the other information included
in this Report, before making an investment decision. If any of the following risks actually occur, our business, financial condition
or results of operations could suffer. In that case, the trading price of our shares of Common Stock could decline, and you may
lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements”
above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements
in the context of this Report.



Risks
Related to Our Business



We have a limited
operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems,
expenses, difficulties, complications and delays frequently encountered by a small developing company.



Table of Contents15







We
were incorporated in Nevada in September 2006. We have no significant tangible assets or financial resources. The likelihood of
our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered
by a small developing company, particularly as it compares to other better capitalized firms in the mining industry. Since we have
a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated activities.



We need additional
capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of
our operations.



If
adequate additional financing is not available on reasonable terms, we may not be able to undertake our exploration and development
activities and we would have to modify our business plans accordingly. There is no assurance that additional financing will be
available to us.



In
connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital
to fund our anticipated operations without additional capital investments. Our capital needs will depend on numerous factors, including
(i) our profitability; (ii) the level of difficulty in proving extractable deposits and reserves for which we have claims; (iii)
the level of our investment in new projects; and (iv) the amount of our capital expenditures, including acquisitions. We cannot
assure you that we will be able to obtain capital in the future to meet our needs.



Even
if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional
capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the
holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain
financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional
financing will be available to us, or if available, will be on terms favorable to us.



Our future success is dependent, in part,
on the performance and continued service of our officers.



We
are presently dependent to a great extent upon the experience, abilities and continued services of our management team. The loss
of services of any of the management staff could have a material adverse effect on our business, financial condition or results
of operation.



Risks
Related to Ownership of Our Common Stock



Though our common stock is quoted on
the OTCQB, there is no liquidity and no established public market for our common stock, which means that it will be difficult to
sell your shares.



Our common stock is quoted
on the OTCQB under the symbol “EXLA”. There is, however, presently no active public market in our shares. We cannot
assure you that such an active market for our common stock will develop. The over-the-counter market is a significantly more limited
market than established trading markets such as the New York Stock Exchange or Nasdaq. Broker dealers may not be willing to make
a market in our shares. In addition, the OTCQB and similar quotation services are often characterized by low trading volumes, and
price volatility, which may make it difficult for an investor to sell our common stock on acceptable terms.



Table of Contents16







Our common stock is subject to the “penny
stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome
and may reduce the value of an investment in our stock.



Under U.S. federal securities
legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or
dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock
to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain
financial information and investment experience objectives of the person, and make a reasonable determination that the transactions
in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form sets forth
the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions
in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common
stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks.



Because we do not intend to pay any cash
dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.



We have never paid a dividend
and we intend to retain any future earnings to finance the development and expansion of our business. Consequently, we do not anticipate
paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them. We cannot assure you that stockholders will be able to sell shares
when desired.



Future issuance
of our Common Stock could dilute the interests of existing shareholders.



We
may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of Common Stock could have
the effect of substantially diluting the interests of our shareholders. In addition, the sale of a substantial amount of Common
Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in an acquisition which
received such Common Stock as consideration or by investors who acquired such Common Stock in a private placement could have an
adverse affect on the market price of our Common Stock.



If we are unable to establish appropriate
internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the
restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors
to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common
Stock.



Table of Contents17







Effective internal controls are necessary for
us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial
reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal
financial officer, or persons performing similar functions, 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.



As a public company that files reports under
the Exchange Act, we have significant additional requirements for enhanced financial reporting and internal controls. We are required
to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.
The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and
react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a
system of internal controls that is adequate to satisfy our reporting obligations as a public company under the Exchange Act.



We cannot assure you that we will not, in the
future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures
we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls
over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal
financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement
of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose
confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.



Lack of experience as officers
of publicly-traded companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act.



It may be time consuming, difficult and costly
for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need
to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement
appropriate internal controls and reporting procedures.



Following the Share Exchange,
public company compliance may make it more difficult to attract and retain officers and directors.



The Sarbanes-Oxley Act
and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies that
file reports under the Exchange Act. As a public reporting company, we expect these rules and regulations to continue to increase
our compliance costs and to make certain activities more time consuming and costly. As a public company, these rules and regulations
may make it more difficult and expensive for us to obtain director and officer liability insurance at commercially acceptable rates
and we may therefore be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the
same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our
board of directors or as executive officers.



Table of Contents18







Because our directors and executive
officers are among our largest shareholders, they can exert significant control over our business and affairs and have actual or
potential interests that may depart from those our other shareholders.



Our directors and executive
officers will own or control a significant percentage of the Common Stock following the Share Exchange. The interests of
such persons may differ from the interests of our other shareholders. As a result, in addition to their board seats and offices,
such persons will have significant influence over and control all corporate actions requiring shareholder approval, irrespective
of how the Company’s other shareholders including participants in the Share Exchange, may vote, including the following
actions:



| | · | to elect or defeat the election of our directors;
| | - | -------------------------------------------------

| | · | to amend or prevent amendment of our Articles of Incorporation or By-laws;
| | - | --------------------------------------------------------------------------

| | · | to effect or prevent a merger, sale of assets or other corporate transaction; and
| | - | ---------------------------------------------------------------------------------

| | · | to control the outcome of any other matter submitted to our shareholders for vote.
| | - | ----------------------------------------------------------------------------------

Such persons’ stock ownership may discourage
a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce
our stock price or prevent our shareholders from realizing a premium over our stock price.



ITEM 1B.	UNRESOLVED STAFF COMMENTS.



None.



ITEM 2.	PROPERTIES.



Our executive offices are located at 715
13th Street NE, Wenatchee, Washington 98802. The office space is free of charge and no lease exists. There are currently no proposed
programs for the renovation, improvement or development of the facilities we currently use.



ITEM 3.	LEGAL PROCEEDINGS.



From time to time,
we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm
our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect
on our business, financial condition or operating results.



ITEM 4.	MINE SAFETY DISCLOSURES



Because we are not yet in the operational phase
with respect to any of our mineral interests, this item is not applicable.



Table of Contents19









PART II

ITEM 5.	MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Market Information

Our common stock is listed
on the OTCQB under the symbol “EXLA”. We had approximately 20 registered holders of our common stock as of March 14,
2013. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price
for our common stock on April 3, 2013 was $0.04 per share.



The following table reflects
the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTCQB, during
the two fiscal years ended December 31, 2012:



|               |  | Price Range(1)
|-------------- |  | --------------
|               |  | High          
|Fiscal 2012    |  |               
|Fourth quarter |  | $             
|Third quarter  |  | $             
|Second quarter |  | $             
|First quarter  |  | $             
|               |  |               
|Fiscal 2011    |  |               
|Fourth quarter |  | $             
|Third quarter  |  | $             
|Second quarter |  | $             
|First quarter  |  | $             
|               |  |               



| | (1) | The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Dividends and Distributions

The Registrant has
not declared any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment
of dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements,
financial condition and other relevant factors. There are no restrictions that currently limit the Registrant’s ability to
pay dividends on its Common Stock other than those generally imposed by applicable state law.

Sales of Unregistered Securities



Table of Contents20









On March 14, 2013, the Company entered into
the Exchange Agreement by and among the Company, Excelsior, and the shareholders of Excelsior, pursuant to which the Company purchased
all of the outstanding common stock of Excelsior in exchange for 1,000.999 shares of our Series M Preferred Stock. The Series M
Preferred Stock is convertible into 302,000,000 shares of common stock, conditional upon the amendment of the Company’s Articles
of Incorporation to increase the number of authorized shares to 700,000,000. As a condition to the Share Exchange, 155,466,645
shares of the Retired Stock then outstanding were cancelled and retired.



With respect to the transaction noted above,
no solicitation was made and no underwriting discounts were given or paid in connection with this transaction. We believe that
the issuance of the securities as described above was exempt from registration with the Securities and Exchange Commission pursuant
to Section 4(2) of the Securities Act of 1933.



Penny Stock Rules



The SEC has also adopted rules that regulate
broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny
stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).



Our shares constitute penny stocks under the
Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks makes
it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in
the Company will be subject to the penny stock rules.



The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document
approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and
of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities
Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and
significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary
actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains
such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide
to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the
compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask
prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly
account statements showing the market value of each penny stock held in the customer’s account.



In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the
receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the
secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty
selling those securities.



Table of Contents21







ITEM 6.	SELECTED FINANCIAL DATA.



Not required.



ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements



This report contains forward-looking statements
that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions
to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual
results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.



Overview



Helmer Directional Drilling
Corp. was incorporated in the State of Nevada on September 8, 2006. We were a developmental stage company that had a principal
business objective of offering premium baseball cap type headwear for women with exquisite taste and extravagant appetites as exclusive
accessories to differentiate themselves. However, due to lack of capital, the Company had not been able to commence any business.



In late 2011, we considered
entering into the directional well drilling industry and changed our name from Exclusive Apparel, Inc. to Helmer Directional Drilling
Corp. However, we were unable to attract the necessary capital and management to begin any operations.



As a result of the Share
Exchange, we will cease our prior operations and, we will operate as a mining exploration and development company.



We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search of mineral deposits or reserves which are not in either the development
or production stage.



Vision, Mission, and
Goals. We believe that the price of precious metals, ores and other commodities will continue to move higher over the long
term, commensurate with increases in aggregate world demand and a sustained decline in the U.S. dollar resulting from looming inflation
and unsustainable government debt levels. We expect these trends will drive investors to include more traditional "safe haven"
investments in their portfolios, consisting of gold, precious metals and natural resource commodities. We seek to explore, develop
and acquire mineral resources in favorable jurisdictions where exploration and exploitation is promoted by governments in mining
"friendly" territories. In the short-term, we intend to identify, explore and develop concessions such that a resource
calculation can be made under compliant engineering standards. Our near term goals include obtaining a series of studies from third-party
engineers to “prove up” deposits in which we have an interest as financially viable, mineable ventures. Our mid-term
goals include entering joint ventures with larger companies with the goal of extraction and moving the Company into and ultimately
creating an inviting target for merger or acquisition by one of the world's top majors.



Table of Contents22







Mining Concessions
and Interests.We hold rights to certain mineral interests in Western Washington State and Montana, and seek to acquire additional
interests in the United States and internationally. If we are able to successfully develop the interests we acquire, we may engage
in (or contract with third parties for the) extraction and production of the minerals involved, may sell these interests, or pursue
a combination of the foregoing.



We have not generated any
revenues since the inception of the Company and we have been issued a “going concern” opinion from our auditors.



Results of Operations



Following is management’s discussion of
the relevant items affecting results of operations for the years ended December 31, 2012 and 2011.



Revenues. The Company
generated net revenues of $-0- during the period of inception (September 8, 2006) through December 31, 2012.



General and Administrative Expenses.
General and administrative expenses were $41,313 for the year ended December 31, 2012, as compared to $21,676 during 2011. Expenses
for both years were comprised of costs mainly associated with legal, accounting, and office supplies.



Liquidity and Capital Resources



As of December 31, 2012, our primary source
of liquidity consisted of $-0- in cash and cash equivalents. Since inception, we have financed our operations through a combination
of short and long-term loans, and through the private placement of our common stock.



We have sustained significant net losses which
have resulted in an accumulated deficit at December 31, 2012 of $324,804 and are currently experiencing a substantial shortfall
in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year
ended December 31, 2012 of $41,313 compared to a net loss in 2011 of $21,676. Without additional revenues, working capital loans,
or equity investment, there is substantial doubt as to our ability to continue operations. We believe the Exchange Agreement with
Excelsior Gold Corporation will improve operations in the future.



We believe these conditions have resulted from
the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate
revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii)
attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial,
production and marketing resources significantly greater than those of the Company.



We believe that our capital resources are insufficient
for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our mining exploration
and development. We will likely require considerable amounts of financing to make any significant advancement in our business strategy.
There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be
able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity
financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company
and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your
entire investment in the Company.





Table of Contents23







Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements.



Critical Accounting Policies



We believe the following more critical accounting
policies are used in the preparation of our financial statements:



Use of Estimates.The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. On a periodic basis, management reviews those estimates, including those
related to valuation allowances, loss contingencies, income taxes, and projection of future cash flows.



Recent Accounting Pronouncements



There are no recently issued accounting pronouncements
that have not yet been adopted that are expected, when adopted, to have a material impact on the consolidated financial statements
or notes thereto.





Forward-Looking Statements



This report contains or incorporates by reference
forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning
our future business plans and strategies, the receipt of working capital, future revenues and other statements that are not historical
in nature. In this report, forward-looking statements are often identified by the words “anticipate,” “plan,”
“believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our
current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could
cause actual results to differ materially from those expressed or implied.



Other uncertainties that could affect the accuracy
of forward-looking statements include:



|• |  | the worldwide economic situation;
|- |  | ---------------------------------

|• |  | any changes in interest rates or inflation;
|- |  | -------------------------------------------

|• |  | the willingness and ability of third parties to honor
their contractual commitments;
|- |  | ------------------------------------------------------------------------------------

|• |  | our ability to raise additional capital, as it may be
affected by current conditions in the  stock market and competition for risk capital;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|• |  | our capital expenditures, as they may be affected by
delays or cost overruns;
|- |  | -----------------------------------------------------------------------------

|• |  | environmental and other regulations, as the same presently
exist or may later be amended;
|- |  | -----------------------------------------------------------------------------------------

|• |  | our ability to identify, finance and integrate any future
acquisitions; and
|- |  | ---------------------------------------------------------------------------

|• |  | the volatility of our common stock price.
|- |  | -----------------------------------------



This list is not exhaustive of the factors that
may affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual
future results may be materially different from what we expect. These forward-looking statements represent our beliefs,



Table of Contents24







expectations and opinions only as of the date of this report. We
do not intend to update these forward looking statements except as required by law. We qualify all of our forward-looking statements
by these cautionary statements.



ITEM 7A.	QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



Not Applicable.

























Table of Contents25







ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



|CONTENTS                                               
|-------------------------------------------------------
|                                                       
|Report of Independent Registered Public Accounting Firm
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|Consolidated Statements of Operations                  
|                                                       
|Consolidated Statements of Stockholders’ Equity Deficit
|                                                       
|Consolidated Statements of Cash Flows                  
|                                                       
|Notes to the Consolidated Financial Statements         





Table of Contents26







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and

Stockholders of Helmer Directional Drilling
Corp



We have audited the accompanying balance
sheets of Helmer Directional Drilling Corp as of December 31, 2012 and 2011, and the related statements of operations, stockholders'
equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2012 and for the period since inception
(September 8, 2006) through December 31, 2012. Helmer Directional Drilling Corp’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Helmer Directional Drilling Corp as of December
31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December
31, 2012 and for the period since inception (September 8, 2006) through December 31, 2012 in conformity with accounting principles
generally accepted in the United States of America.



The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has had continued losses. These conditions raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.



/s/ EFP Rotenberg, LLP



EFP Rotenberg, LLP

Rochester, New York

April 11, 2013









Table of Contents27









|Helmer Directional Drilling Corp                                  
|------------------------------------------------------------------
|(A Development Stage Company)                                     
|Balance Sheets                                                    
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|ASSETS                                                            
|CURRENT ASSETS:                                                   
|Cash                                                              
|Prepaid expenses                                                  
|                                                                  
|Total Current Assets                                              
|                                                                  
|Total Assets                                                      
|                                                                  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                             
|CURRENT LIABILITIES:                                              
|Accounts Payable                                                  
|Accounts Payable - related party                                  
|Advances from shareholder                                         
|                                                                  
|Total Current Liabilities                                         
|                                                                  
|STOCKHOLDERS' DEFICIT:                                            
|                                                                  
|Preferred stock at $0.001 par value: 25,000,000 shares authorized,
|none issued and outstanding                                       
|                                                                  
|Common stock at $0.001 par value: 300,000,000 shares authorized,  
|261,466,670 shares issued and outstanding                         
|Additional paid-in capital                                        
|Deficit accumulated during the development stage                  
|                                                                  
|Total Stockholders' Deficit                                       
|                                                                  
|Total Liabilities and Stockholders' Deficit                       
|                                                                  
|See accompanying notes to the financial statements.               





Table of Contents28









|Helmer Directional Drilling Corp                  
|--------------------------------------------------
|(A Development Stage Company)                     
|Statements of Operations                          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|NET REVENUES                                      
|                                                  
|OPERATING EXPENSES:                               
|General and administrative expenses               
|                                                  
|Total operating expenses                          
|                                                  
|LOSS FROM OPERATIONS                              
|                                                  
|OTHER INCOME (EXPENSES)                           
|                                                  
|Other income                                      
|                                                  
|Total other Income (Expenses)                     
|                                                  
|LOSS BEFORE INCOME TAX PROVISION                  
|                                                  
|INCOME TAX PROVISION                              
|                                                  
|NET LOSS                                          
|                                                  
|NET LOSS PER COMMON SHARE                         
|- BASIC AND DILUTED:                              
|                                                  
|Weighted common shares outstanding                
|- basic and diluted                               
|                                                  
|See accompanying notes to the financial statements





Table of Contents29









|Helmer Directional Drilling Corp                                                    
|------------------------------------------------------------------------------------
|(A Development Stage Company)                                                       
|Statement of Stockholders' Equity (Deficit)                                         
|For the Period from September 8, 2006 (Inception) through December 31, 2012         
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|Balance, September 8, 2006 (inception)  (1)(2)                                      
|                                                                                    
|Common stock issued for services at $0.000283 per share                             
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2006                                                          
|                                                                                    
|Common stock issued for services at $0.000283 per share                             
|                                                                                    
|Common stock issued for cash at $0.001401 per share                                 
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2007                                                          
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2008                                                          
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2009                                                          
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2010                                                          
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2011                                                          
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Balance, December 31, 2012                                                          
|                                                                                    
|(1)   Retroactively reflecting the 1.333333333 to 1 stock
    split on July 18, 2011
|                                                                                    
|(2)   Retroactively reflecting the 503 to 1 stock
    split on December 6, 2012     
|                                                                                    
|See accompanying notes to the financial statements.                                 



Table of Contents30









|Helmer Directional Drilling Corp                                          
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Statements of Cash Flows                                                  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     
|Net loss                                                                  
|                                                                          
|Adjustments to reconcile net loss to net cash used in operating activities
|Stock issued for services                                                 
|Changes in operating assets and liabilities:                              
|Accounts payable                                                          
|                                                                          
|NET CASH USED IN OPERATING ACTIVITIES                                     
|                                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     
|Advances received from shareholder                                        
|Proceeds from sale of common stock                                        
|                                                                          
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                 
|                                                                          
|NET CHANGE IN CASH                                                        
|                                                                          
|Cash at beginning of period                                               
|                                                                          
|Cash at end of period                                                     
|                                                                          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                        
|Interest paid                                                             
|Income tax paid                                                           
|                                                                          
|See accompanying notes to the financial statements.                       







Table of Contents31







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial
Statements

December 31, 2012 and 2011



Note 1. Nature of Business and Summary of Significant Accounting
Policies



The summary of significant accounting policies is presented to assist
in the understanding of the financial statements.  The financial statements and notes are representations of management.  These
accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements.



Nature of business and organization

Helmer Directional Drilling Corp., a Nevada corporation, (hereinafter
referred to as the “Company”), was incorporated in the State of Nevada on September 8, 2006.  The Company's operation
has been limited to general administrative operations and is considered a development stage company as defined by FASB ASC Topic
915-10.



Estimates

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.  The Company is subject to uncertainty of future events, economic,
environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from
these estimates.  Accordingly, accounting estimates used in the preparation of the Company's financial statements will change
as new events occur; more experience is acquired, as additional information is obtained and as the Company's operating environment
changes.  Changes are made in estimates as circumstances warrant.  Such changes in estimates and refinement of estimation
methodologies are reflected in the statements.



Cash and cash equivalents

Cash and cash equivalents include interest bearing and non-interest
bearing bank deposits, money market accounts, and short-term instruments with a liquidation provision of three month or less.



Revenue recognition

The Company has no revenues to date from its operations.  Once
revenues are generated, management will establish a revenue recognition policy.



Advertising costs

Advertising costs are generally expensed as incurred and are included
in general and administrative expenses in the accompanying statement of operations.



As of December 31, 2012 and 2011, there were no advertising costs
incurred.



Net loss per common share

The Company computes net loss per share in accordance with ASC Topic
260, “Earnings per Share”.  Under the provisions of ASC 260, basic net loss per share is computed by dividing
the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding
during the period.  The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential
common shares are excluded if their effect is antidilutive.





Table of Contents32







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial Statements

December 31, 2012 and 2011



Income taxes

The Company accounts for its income taxes in accordance with ASC
Topic 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit
carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.



Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.
 Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2012 and 2011 are as
follows:



|                         |  |      |          |     
|------------------------ |  | ---- | -------- | ----
|Deferred tax assets:     |  | 2012 |          | 2011
|Net operating loss       |  | $    | 324,804  |     
|Income tax rate          |  |      | 34       | %   
|                         |  |      | 110,433  |     
|Less valuation allowance |  |      | (110,433 | )   
|                         |  | $    | —        |     



Through December 31, 2012, a valuation allowance has been recorded
to offset the deferred tax assets, including those related to the net operating losses.  At December 31, 2012, the Company
had approximately $324,800 of federal and state net operating losses.  The net operating loss carry forwards, if not utilized
will begin to expire in 2025.



Reconciliations of the U.S. federal statutory rate to the actual
tax rate for the year ended December 31, 2012 and 2011 is as follows:



|                                       |  | 2012 |       | 2011
|-------------------------------------- |  | ---- | ----- | ----
|U.S. federal statutory income tax rate |  |      | 34.0  | %   
|State tax - net of federal benefit     |  |      | 0.0   | %   
|                                       |  |      | 34.0  | %   
|Increase in valuation allowance        |  |      | (34.0 | %)  
|Effective tax rate                     |  |      | 0.0   | %   



Effective July 18, 2011, the holder of 16,500,000 post-split
shares, or approximately 59% of Helmer Directional Drilling Corp. (the “Company”) then outstanding voting
securities, executed a written consent in accordance with Section 78.320 of the NRS, approving the amendment to the Articles
of Incorporation to change the Company’s name to Helmer Directional Drilling Corp. and increase the common shares
authorized to 300,000,000 and increase the preferred shares authorized to 25,000,000. The Company’s name was changed in
anticipation of entering the directional well drilling industry.

Table of Contents33







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial Statements

December 31, 2012 and 2011



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 a deficit accumulated during the development
stage of $324,804 at December 31, 2012. The Company has not commenced its operations, rather, still in the development stages,
which raises 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. Property and equipment



As of December 31, 2012 and 2011 the Company does not own any property
and/or equipment.



Note 4. Stockholders’ equity



The Company's articles of incorporation provide for the authorization
of three-hundred million (300,000,000) shares of common stock and twenty-five million (25,000,000) shares of preferred stock with
par values of $0.001. Common stock holders have all the rights and obligations that normally pertain to stockholders of Nevada
corporations.  As of December 31, 2012 and 2011 the Company had 261,466,670 shares of common stock issued and outstanding.
 On December 6, 2012 the Company affected a 5.3 to 1 forward stock split. The financial statements have been retroactively
restated to reflect the forward split. The Company has not issued any shares of preferred stock.



Note 5. Related party transactions



During the years ended December 31, 2012 and 2011, a shareholder
advanced $37,200 and $21,101, respectively, to the Company. Of these shareholder advances, Rowland Day advanced the Company $14,388 and $8,250 for the years ended December
31, 2012 and 2011 respectively.



These amounts are reflected as unsecured and non-interest bearing
advances with no maturity date. As of December 31, 2012 and 2011, the balance of these amounts was $115,866 and $78,666, respectively.



Note 6. Newly issued pronouncements



The Company has evaluated all recent accounting pronouncements and
believes that none of them will have a material effect on the Company’s financial statements.



Table of Contents34







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial Statements

December 31, 2012 and 2011



Note 7. Subsequent events



On March 14, 2013, the Company entered into
the Exchange Agreement by and among the Company, Excelsior Gold Corporation (“Excelsior”), and the shareholders of
Excelsior, pursuant to which the Company purchased all of the outstanding common stock of Excelsior in exchange for 1,000.999 shares
of our Series M Preferred Stock. The Series M Preferred Stock is convertible into 302,000,000 shares of common stock, conditional
upon the amendment of the Company’s Articles of Incorporation to increase the number of authorized shares to 700,000,000.
As a condition to the Share Exchange, 155,466,645 shares of the Retired Stock then outstanding were cancelled and retired. See
Note 8 for the proforma consolidated financial statements.





Note 8. Unaudited proforma consolidated financial
statements



The following unaudited pro
forma consolidated financial statements have been presented as if the Acquisition occurred as of December 31, 2012. In the
opinion of the Registrant and the management of Excelsior, all adjustments and/or disclosures necessary for a fair
presentation of the pro forma data have been made. These unaudited pro forma consolidated financial statements are presented
for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that
would have been achieved had the Acquisition actually been consummated as of the dates indicated or of the results that may
be obtained in the future.

Table of Contents35







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial Statements

December 31, 2012 and 2011



|Unaudited Pro Forma Consolidated
    Balance Sheet                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Helmer Directional Drilling Corp                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|ASSETS                                                                                                                                                         
|CURRENT ASSETS:                                                                                                                                                
|Cash                                                                                                                                                           
|                                                                                                                                                               
|Total Current Assets                                                                                                                                           
|                                                                                                                                                               
|OTHER ASSETS:                                                                                                                                                  
|Mining Assets                                                                                                                                                  
|                                                                                                                                                               
|Total Other Assets                                                                                                                                             
|                                                                                                                                                               
|Total Assets                                                                                                                                                   
|                                                                                                                                                               
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                          
|CURRENT LIABILITIES:                                                                                                                                           
|Accounts Payable                                                                                                                                               
|Accounts
    Payable - Related Party                                                                                                                           
|Advances from shareholder                                                                                                                                      
|                                                                                                                                                               
|Total Current Liabilities                                                                                                                                      
|                                                                                                                                                               
|STOCKHOLDERS' DEFICIT:                                                                                                                                         
|                                                                                                                                                               
|Preferred stock at $0.001 par value: 25,000,000 shares                                                                                                         
|authorized, none issued and outstanding                                                                                                                        
|                                                                                                                                                               
|Common stock at $0.001 par value: 700,000,000 shares                                                                                                           
|authorized, 408,000,422 shares issued and outstanding                                                                                                          
|Additional paid-in capital                                                                                                                                     
|Deficit accumulated during the development stage                                                                                                               
|                                                                                                                                                               
|Total Stockholders' Deficit                                                                                                                                    
|                                                                                                                                                               
|Total Liabilities and Stockholders' Deficit                                                                                                                    
|                                                                                                                                                               
|(1)To record affects of recapitalization and reconcile to the total shares outstanding after the stock purchase agreement is executed to 408,000,422 per below:
|Total shares outstanding at 12/31/12                                                                                                                           
|Shares issued to acquire all of Excelsior's capital after conversion of preferred shares                                                                       
|Cancellation of shares held by principal shareholder                                                                                                           
|                                                                                                                                                               
|                                                                                                                                                               
|(2) To eliminate additional paid in capital and accumulated deficit from Helmer and treat Excelsior as the accounting acquirer of the stock recapitalization.  





Table of Contents36







HELMER DIRECTIONAL DRILLING CORP.

Notes to the Financial Statements

December 31, 2012 and 2011



|Pro Forma Consolidated Statement of Operations
|----------------------------------------------
|Helmer Directional Drilling Corp              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|NET REVENUES                                  
|                                              
|OPERATING EXPENSES:                           
|General and administrative expenses           
|                                              
|Total operating expenses                      
|                                              
|LOSS FROM OPERATIONS                          
|                                              
|OTHER INCOME (EXPENSES)                       
|                                              
|Other income                                  
|                                              
|Total other Income (Expenses)                 
|                                              
|LOSS BEFORE INCOME TAX PROVISION              
|                                              
|INCOME TAX PROVISION                          
|                                              
|NET LOSS                                      
|                                              
|NET LOSS PER COMMON SHARE                     
|- BASIC AND DILUTED:                          
|                                              
|Weighted common shares outstanding            
|- basic and diluted                           









Table of Contents37







ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have not had any disagreements with our accountants
during the past two fiscal years.



ITEM 9A.	CONTROLS AND PROCEDURES.



(a)   We maintain a system of
controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within time periods specified
in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our
Chief Executive Officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. As of December 31, 2012, under the supervision and with the participation of our Chief
Executive Officer, management has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer concluded
that our disclosure controls and procedures were effective.



As permitted by applicable SEC rules, this report
does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management’s report, which is included below, was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual
report.



(b)    Due to a change
in our management team and the Acquisition, we made changes of personnel to our internal
control over financial reporting during the quarter ended December 31, 2012 that materially affected, or is reasonably likely
to materially affect, our internal controls over financial reporting.



MANAGEMENT’S REPORT ON INTERNAL CONTROLS
OVER FINANCIAL REPORTING



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Exchange
Act.



Our internal control over financial reporting
is a process designed 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 in reasonable detail accurately and fairly reflect
the transactions and disposition of 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 our receipts and expenditures are
being made only in accordance with authorizations of management and our directors; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on our financial statements.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table of Contents38









Internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems that are determined to be effective provide only reasonable
assurance with respect to financial statement preparation and presentation. 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 our
internal control over financial reporting based on criteria for effective internal control over financial reporting described in
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as
determined to apply to a company our size.



Based on its assessment, management concluded
that we maintained effective internal control over financial reporting as of December 31, 2012.



ITEM 9B.	OTHER INFORMATION.



None.



































Table of Contents39







PART III



ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Board of Directors

Our board of directors
consists of the following three individuals:

|Name and Year First Elected Director(1) |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Douglas McFarland
        (2013)        |  | 69  |  | Douglas McFarland is the Chairman and Chief Executive Officer
        and Chief Financial Officer of         the Company, Mr. McFarland is a registered Geologist, certified Engineering Geologist,
        and         Licensed         Hydrologist with the State         of Washington. He is also a member of the American Institute
        of         Professional Geologists,         Society of Exploration Geophysicists,         and Association of Engineering
        Geologists.         Since 2009, he has been a consulting         geologist with various mining clients (including         the
        Company) in respect         of projects located in the Philippines,         Mexico, and the U.S.. From 2007 to 2009, he was
        employed as a consulting         geologist with North American Oil &         Minerals, Inc., a Canadian mining
        exploration company, in respect of mining         properties         located in Colorado. In 2007,         he was a contract
        geophysicist for Williamson Associates, Inc. where         he performed a complex resistivity         survey to
        locate shallow marine illmenite deposits in the Indian Ocean         near Richard’s Bay, South Africa. Prior to his
        association         with Williamson Associates, he has provided         a variety of geological and geophysical consulting
        services         for a number of clients,         and has served as an         executive officer of various small mining
        companies. Mr. McFarland         holds a B.A. and a B.S. in Geology from             Eastern Washington State College, where
        he undertook graduate studies in         geophysics and geochemistry prior to         studying economic         at Colorado
        School of Mines.
|W. Glen Zinn (2013)                     |  | 72  |  | W. Glen Zinn is the Chief Operating Officer, and a member of the Board of Directors. Mr. Zinn has 45 years of senior executive for mining and minerals exploration companies around the world. Since 2010, Mr. Zinn has been an independent management and operation consultant for various U.S. natural resource companies. From 2004 to 2010, he was Chairman, CEO, and President of Bell Copper Corporation, an international copper exploration development and production company. From 1986 to 1993, he was an executive with Hecla Mining Company, serving as the Vice President of Corporate Development & Exploration from 1990-1993. In 1980, Mr. Zinn was appointed by Secretary of the Interior William Clark to the National Strategic Materials and Minerals Program Advisory Committee to provide advice in respect of mineral needs and resources for purposes of national security. From 1971 to 1986, he worked as Chief Geophysicist and served in management positions with the minerals division of Union Oil. He also worked as Chief Geophysicist and served in various management positions with Molycorp when it was acquired by Union Oil. Mr. Zinn holds a Bachelor of Science degree in Geological Engineering with a minor in Geophysics from the Michigan College of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





Table of Contents40









|                      |  |    |  | Mining & Technology. From 1966-1971, he worked for the Anaconda Company as an Exploration and
        District Geophysicist. Mr. Zinn also holds various postgraduate certificates from MIT, Stanford, and Northwestern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------- |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Paul Donaldson (2013) |  | 68 |  | Paul Donaldson is the Chief Technical Officer and a member of the Board of Directors. Dr. Donaldson is currently Professor Emeritus of Geophysics at Boise State University where, during a 30 year tenure, he served 9 years as Chairman of the Department of Geosciences and 3 years as Director of the research Center for Geophysical Investigation of the Shallow Subsurface. His primary teaching duties included courses in theoretical and applied geophysics and economic geology. Prior to his academic/research career he worked for the U.S Geological Survey and in the private sector for various mineral and energy resource companies including Amoco Production Company, Kennecott Exploration Inc. and Earth Resources Inc. Overlapping his academic career he has completed more than 50 proprietary commissioned geological and geophysical reports for private sector mineral and energy resource companies large and small. Dr. Donaldson holds a PhD in geophysics with a minor emphasis in economic geology from the Colorado School of Mines. His pre-doctoral studies were completed at Stanford University and the University of Utah. He is a member of the Society of Exploration Geophysicists and a Registered Professional Geologist/Geophysicist in the state of Idaho.



(1) The business address
of each of our directors is 715 13th Street NE, Wenatchee, Washington 98802.



Director Independence



Because
our common stock is not currently listed on a national securities exchange, we have used the definition of “independence”
of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director”
is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion
of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:



| | · | the director is, or at any time during the past three years was, an employee of the company;
| | - | --------------------------------------------------------------------------------------------

| | · | the director or a family member of the director accepted any compensation
from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence
determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | a family member of the director is, or at any time during the past
three years was, an executive officer of the company;
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | the
director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity
to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that
exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain
exclusions);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Table of Contents41







| | · | the director or a family member of the director is employed as an
executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served
on the compensation committee of such other entity; or the director or a family member of the director is a current partner of
the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s
outside auditor, and who worked on the company’s audit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee. We
currently do not have a code of ethics that applies to our officers, employees and director.



Compensation of Directors



Although we anticipate compensating the members
of our board of directors in the future at industry levels, current members are not paid cash compensation for their service as
directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.



Board of Directors Meetings and Committees



The board of directors has no standing committees.
However, the Company intends to implement a comprehensive corporate governance program, including establishing various board committees
and adopting a Code of Ethics in the future. In addition, the Company intends to secure Directors and Officers insurance consistent
with the Company’s and Board of Director’s mandates.



Family Relationships



No family relationship
has ever existed between any director, executive officer of the Company, and any person contemplated to become such.



Changes in Procedures by which Security Holders May Recommend
Nominees to the Board



Any security holder
who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board of Directors. The
letter should be signed, dated and include the name and address of the security holder making the recommendation, information to
enable the Board to verify that the security holder was the holder of record or beneficial owner of the company’s securities
as of the date of the letter, and the name, address and resumé of the potential nominee. Specific minimum qualifications
for directors and director nominees which the Board believes must be met in order to be so considered include, but are not limited
to, management experience, exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge
of his or her duties. There have been no changes to the procedures by which a security holder may recommend a nominee to the Board
during our most recently ended fiscal year.





Table of Contents42







Executive Officers

The following individuals
presently serve as our officers and directors:

|Name and Year First Appointed as Executive Officer (1) |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Douglas McFarland
        (2013)                       |  | 69  |  | Douglas McFarland is the Chairman, Chief Financial Officer and
        Chief         Executive         Officer of         the Company, Mr. McFarland is a registered Geologist, certified
        Engineering Geologist,         and Licensed         Hydrologist with the State         of Washington. He is also a member of
        the American Institute of         Professional Geologists,         Society of Exploration Geophysicists,         and
        Association of Engineering Geologists.         Since 2009, he has been a consulting         geologist with various mining
        clients (including         the Company) in respect         of projects located in the Philippines,         Mexico, and the
        U.S.. From 2007 to 2009, he was employed as a consulting         geologist with North American Oil &         Minerals,
        Inc., a Canadian mining exploration company, in respect of mining         properties         located in Colorado. In 2007,
        he was a contract geophysicist for Williamson Associates, Inc. where         he performed a complex resistivity
        survey to         locate shallow marine illmenite deposits in the Indian Ocean         near Richard’s Bay, South
        Africa. Prior to his         association         with Williamson Associates, he has provided         a variety of geological
        and geophysical consulting services         for a number of clients,         and has served as an         executive officer
        of various small mining companies. Mr. McFarland         holds a B.A. and a B.S. in Geology from             Eastern
        Washington State College, where he undertook graduate studies in         geophysics and geochemistry prior to
        studying economic         at Colorado School of Mines.
|W. Glen Zinn (2013)                                    |  | 72  |  | W. Glen Zinn is the Chief Operating Officer,
        and a member of the Board of Directors. Mr. Zinn has 45 years of senior executive for mining and minerals exploration companies
        around the world. Since 2010, Mr. Zinn has been an independent management and operation consultant for various U.S. natural resource
        companies. From 2004 to 2010, he was Chairman, CEO, and President of Bell Copper Corporation, an international copper exploration
        development and production company. From 1986 to 1993, he was an executive with Hecla Mining Company, serving as the Vice President
        of Corporate Development & Exploration from 1990-1993. In 1980, Mr. Zinn was appointed by Secretary of the Interior William
        Clark to the National Strategic Materials and Minerals Program Advisory Committee to provide advice in respect of mineral needs
        and resources for purposes of national security. From 1971 to 1986, he worked as Chief Geophysicist and served in management positions
        with the minerals division of Union Oil. He also worked as Chief Geophysicist and served in various management positions with Molycorp
        when it was acquired by Union Oil. Mr. Zinn holds a Bachelor of Science degree in Geological Engineering with a minor in Geophysics
        from the Michigan College of Mining & Technology. From 1966-1971, he worked for the Anaconda Company as an Exploration and
        District Geophysicist. Mr. Zinn also holds various postgraduate certificates from MIT, Stanford, and Northwestern.                                                                                                                                                                                                                                   





Table of Contents43







|Name and Year First Appointed as Executive Officer (1) |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------ |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Paul Donaldson (2013)                                  |  | 68  |  | Paul Donaldson is the Chief Technical Officer and a member of the Board of Directors. Dr. Donaldson is currently Professor Emeritus of Geophysics at Boise State University where, during a 30 year tenure, he served 9 years as Chairman of the Department of Geosciences and 3 years as Director of the research Center for Geophysical Investigation of the Shallow Subsurface. His primary teaching duties included courses in theoretical and applied geophysics and economic geology. Prior to his academic/research career he worked for the U.S Geological Survey and in the private sector for various mineral and energy resource companies including Amoco Production Company, Kennecott Exploration Inc. and Earth Resources Inc. Overlapping his academic career he has completed more than 50 proprietary commissioned geological and geophysical reports for private sector mineral and energy resource companies large and small. Dr. Donaldson holds a PhD in geophysics with a minor emphasis in economic geology from the Colorado School of Mines. His pre-doctoral studies were completed at Stanford University and the University of Utah. He is a member of the Society of Exploration Geophysicists and a Registered Professional Geologist/Geophysicist in the state of Idaho.



Section 16(a) Beneficial Ownership Reporting Compliance



We are required to identify each person who
was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal
year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.



To our knowledge, during the fiscal year ended
December 31, 2012, based solely upon a review of such materials as are required by the Securities and Exchange Commission, no other
officer, director or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed to
timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a) of
the Exchange Act of 1934.



Code of Ethics



The Company expects that its Officers and Directors
will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf
of the Company. However, we currently do not have a code of ethics that applies
to our officers, employees and directors, though it is our intention toadopt a formal Code of Ethics in the future,to further codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications
made by the Company.



Table of Contents44







ITEM 11.	EXECUTIVE COMPENSATION.

The
following table shows for the period ended December 31, 2012, the compensation awarded (earned) or paid by the Company to its named
executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings
or agreements regarding compensation that our management will receive after a business combination that is required to be included
in this table, or otherwise.



|Name and Principal Position        |  | Fiscal
        Year |  | Salary ($) |   |  | Bonus |  |   | Option
        Awards |  |  | All Other
        Compensation |  |  | Total ($)
|---------------------------------- |  | ------------------- |  | ---------- | - |  | ----- |  | - | --------------------- |  |  | ------------------------------ |  |  | ---------
|                                   |  |                     |  |            |   |  |       |  |   |                       |  |  |                                |  |  |          
|Georgette Wansor                   |  | 2012                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|Former Chief Executive Officer (1) |  | 2011                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|                                   |  |                     |  |            |   |  |       |  |   |                       |  |  |                                |  |  |          
|Douglas McFarland                  |  | 2012                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|Chief Executive Officer and        |  | 2011                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|Chief Financial Officer            |  |                     |  |            |   |  |       |  |   |                       |  |  |                                |  |  |          
|                                   |  |                     |  |            |   |  |       |  |   |                       |  |  |                                |  |  |          
|W. Glen Zinn                       |  | 2012                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|Chief Operating Officer            |  | 2011                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|                                   |  |                     |  |            |   |  |       |  |   |                       |  |  |                                |  |  |          
|Paul Donaldson                     |  | 2012                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          
|Chief Technical Officer            |  | 2011                |  | $          | 0 |  |       |  | 0 |                       |  |  | 0                              |  |  |          



| | (1) | Georgette Wansor was the sole officer and director for Helmer Directional
Drilling Corp. but has resigned effective March 14, 2013.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



Employment Agreements



Currently, none of our
executive officers are subject to an employment agreement with the Company. Nevertheless, we do intend to enter into such agreements
in the future.



Option Plan



There are no stock option
plans or shares of Common Stock set aside for any stock option plan.

















Table of Contents45







ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table
shows the amount of the Company’s common stock beneficially owned (unless otherwise indicated) as of the Share Exchange (and
assuming the cancellation of the shares of Ms. Wansor as more fully described in this Report), by (1) any person known to the Company
to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock, (2) each director/director
nominee of the Company, (3) each named executive officer, and (4) all directors/director nominees and executive officers as a group.

The
number of shares beneficially owned by each entity, person, director/director nominee, or executive officer is determined under
SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also
any shares that the entity or individual had the right to acquire as of the date of the Share Exchange, or within 60 days after
the Share Exchange, through the exercise of any stock option or other right. Unless otherwise indicated, to our knowledge each
individual has sole investment and voting power, or shares such powers with his spouse, with respect to the shares set forth in
the table.

|                                                                              |                               |                          |             |                           
|----------------------------------------------------------------------------- | ----------------------------- | ------------------------ | ----------- | --------------------------
|Name                                                                          | SoleVoting andInvestmentPower | OtherBeneficialOwnership | Total       | Percent ofClassOutstanding
|                                                                              |                               |                          |             |                           
|Douglas McFarland(1)                                                          | 301,699                       | 301,698,301              | 302,000,000 | 74.08%                    
|W. Glen Zinn(2)                                                               | —                             | —                        | —           | —                         
|Paul Donaldson(3)                                                             | 0                             | 152,333,055              | 152,333,055 | 37.36%                    
|All directors/director nominees and executive officers as a group (3 persons) | 301,699                       | 301,698,301              | 302,000,000 | 74.08%                    



____________________

| | * | Indicates less than one percent.
| | - | --------------------------------

| | (1) | Chief Executive Officer, Chief Financial Officer and controlling shareholder of the Company.
                                                            Includes                                                             1,000.999
                                                            shares of Series M Preferred Stock (“Series M
                                                            Shares”), one (1) of which is held directly by Mr. McFarland and
                                                            495 of which are held directly by Alto Cascade Resources, LLC., a limited liability company controlled by Mr. McFarland. The
                                                            remaining 505 Series M Shares are held directly by West Coast Resource Associates, LLC, a limited liability company in which
                                                            Mr. McFarland serves as a manager and principal owner. The number of shares of common stock beneficially shown in the table
                                                            above assumes that the Series M shares have been converted to common stock at a conversion rate of 301,999 to 1.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | President, Chief Operating Officer, and Director of the Company.
| | --- | ----------------------------------------------------------------

| | (3) | Chief Technical Officer and Director of the Company. Includes 505 Series M Shares which are held directly
by West Coast Resource Associates, LLC., a limited liability company jointly controlled by Mr. Donaldson and Douglas McFarland,
the Chief Executive Officer and a Director of the Company. The number of shares of common stock beneficially shown in the table
above assumes that the Series M shares have been converted to common stock at a conversion rate of 301,999 to 1.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Table of Contents46







DESCRIPTION
OF CAPITAL STOCK

Authorized Capital
Stock



Our
authorized capital stock consists of 300,000,000 shares of Common Stock at a par value of $0.001 per share and 25,000,000 shares
of preferred stock at a par value of $0.001 per share. As of March 14, 2013, 105,692,627 shares of our Common Stock and no shares
of our Series A Preferred Stock were issued and outstanding. We also have 1,000.999 shares of Series M Preferred Stock issued
and outstanding which will convert into three hundred one thousand six hundred ninety nine (301,699) shares of Common Stock immediately
following the amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of Common Stock
to seven hundred million (700,000,000) as described below.



Common Stock



All
outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are
entitled to one vote per share on all matters submitted to a vote of shareholders of the Company. All shareholders are entitled
to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available.
In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of
all liabilities. The shareholders do not have cumulative or preemptive rights.



Preferred Stock



Our
certificate of incorporation provides that we are authorized to issue up to 25,000,000 shares of preferred stock with a par value
of $0.001 per share. Our Board of Directors has the authority, without further action by the shareholders, to issue from time to
time the preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and
restrictions that the board may determine. The preferences, powers, rights and restrictions of different series of preferred stock
may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions,
sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting
power or other rights of the holders of Common Stock.



Series M Preferred Stock



As of the date hereof, we have 1,000.999 shares
of Series M Preferred Stock issued and outstanding. Each share of Series M Preferred Stock being issued to the shareholders of
Excelsior in connection with the Share Exchange will, by its principal terms:



|(a) | convert into three hundred one thousand six hundred ninety nine (301,699) shares of Common Stock immediately following the amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of Common Stock to seven hundred million (700,000,000);
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | have the same voting rights as holders of Common Stock on an as-converted basis for any matters that are subject to shareholder vote;                                                                                                                                                   
|(c) | not be entitled to any dividends; and                                                                                                                                                                                                                                                   
|(d) | be treatedpari passu with the Common Stock on liquidation, dissolution or winding up of the Company.                                                                                                                                                                                    



A copy of the Series M
Preferred Stock Certificate of Designations is attached hereto as Exhibit 4.1.



Table of Contents47







Limitation of Liability of Directors and Officers; Indemnification
and Advance of Expenses

Subsection 7 of Section
78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions,
a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result
of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act
constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even
if there is a provision in the corporation’s articles of incorporation unless a provision in the Company’s Articles
of Incorporation provides for greater individual liability.



Subsection 1 of Section
78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138
of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable
cause to believe the Covered Person’s conduct was unlawful.



Subsection 2 of Section
78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid
in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or
settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered
Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests
of the Corporation. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person
shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation
or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit
was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered
Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.



Section 78.7502 of the
Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter
therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably
incurred by the Covered Person in connection with the defense.



Table of Contents48







Subsection 1 of Section
78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless
ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the
specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination
must be made (a) by the shareholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors
so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum
of such non-party directors cannot be obtained.



Subsection 2 of Section
78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation
may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding,
the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking
by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions
do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled
under contract or otherwise by law.



Subsection 3 of Section
78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses
authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may
be entitled under the articles of incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification,
unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of
the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes
that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to
the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person
who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs,
executors and administrators.



Section 78.752 of the Nevada
Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person
for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a
Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation has the authority
to indemnify such person against such liability and expenses.



The Bylaws of the Company
provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws
provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether
civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay
all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not
entitled to be indemnified by the Company.



Table of Contents49







Change of Control



On March 14, 2013, the Company entered into
a share exchange agreement by and among the Company, Excelsior, and the shareholders of Excelsior, pursuant to which the Company
purchased all of the outstanding common stock of Excelsior in exchange for 1,000.999 shares of our Series M preferred Stock, one
(1) of which is held directly by the Company’s Chairman and Chief Executive Officer Doug McFarland, and 495 of which are
held directly by Alto Cascade Resources, LLC., a limited liability company controlled by Mr. McFarland. The remaining 505 Series
M Shares are held directly by West Coast Resource Associates, LLC, a limited liability company in which Mr. McFarland and director
of the Company Paul Donaldson serve as managers and principal owners. Each share of Preferred Stock carries 301,699 votes per share
and is entitled to vote with the Company’s common stockholders on all matters upon which common stockholders may vote. As
a result of the purchase and the Share Exchange, Mr. McFarland holds a controlling beneficial interest in the Company and may unilaterally
determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.



We are not aware of any person who owns of record,
or is known to own beneficially, five percent or more of our outstanding securities of any class, other than as set forth above.



Board of Directors Meetings and Committees



Although various items
were reviewed and approved by the Board of Directors via unanimous written consent during 2012, the Board held no formal meetings
during the fiscal year ended December 31, 2012.



The Company does not
have Audit or Compensation Committees of the Board of Directors. Because of the lack of financial resources available to the Company,
the Company also does not have an “audit committee financial expert” as such term is described in Item 401 of Regulation
S-K promulgated by the Securities and Exchange Commission.



Compensation of Directors



Although the Company
anticipates compensating the members of its Board of Directors in the future at industry levels, current members are not paid cash
compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending Board of
Directors and committee meetings.



Table of Contents50







ITEM 13.	CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions



Except as disclosed below,
none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a party:



|(A) |  | Any of our directors or officers;
|--- |  | ---------------------------------

|(B) |  | Any proposed nominee for election as our director;
|--- |  | --------------------------------------------------

|(C) |  | Any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached to our Common Stock; or
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Any relative or spouse of any of the foregoing persons,
or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary
of our company.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On March 14, 2013, as previously
described and as a result of the Share Exchange, we acquired the rights to the Excelsior Claims owned by Alto Cascade Resources,
LLC, a Utah limited liability company controlled by Doug McFarland the Chief Executive Officer, Chairman of the Board, and controlling
shareholder of the Company. The transaction and issuance was approved by a majority of the disinterested directors of the Company.



Also on March 14, 2013,
as previously described and as a result of the Share Exchange, we acquired the rights to the Liver Peak Claims owned by West Coast
Resource Associates, LLC, a Utah limited liability company owned and controlled by Doug McFarland the Chief Executive Officer,
Chairman of the Board, and controlling shareholder of the Company, and Paul Donaldson, a director of the Company. The transaction
and issuance was approved by a majority of the disinterested directors of the Company.



Director Independence



None of our directors are considered “independent”
inasmuch as they are either executive officers or exercise substantial control over the Company. We have not established any board
committees. We hope in the future to add at least one independent director and establish one or more board committees, including
an audit committee.



ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.



The following table sets forth fees paid to
the independent registered accounting firm, EFP Rotenberg, LLP for the last two fiscal years:



|                   |  | 2012 |       | 2011
|------------------ |  | ---- | ----- | ----
|Audit Fees         |  | $    | 7,590 |     
|Audit Related Fees |  |      | 0     |     
|Tax Fees           |  |      | 0     |     
|All Other Fees     |  |      | 0     |     
|Total Fees         |  | $    | 7,590 |     



It is the policy of the Board of Directors,
which presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct our financial
audit and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services
of the independent registered accounting firms reflected above were pre-approved by the Board of Directors.



Table of Contents51







PART IV



ITEM 15.    EXHIBITS.



The following exhibits are filed with or incorporated
by referenced in this report:





|Exhibit Number |  | Description                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------
|3.1            |  | Amended and Restated Certificate of Incorporation.                                                        
|3.2            |  | Amended and Restated Bylaws.                                                                              
|10.1           |  | Share Exchange
    Agreement between the Registrant and Excelsior Gold Corporation, dated March 14,  2013.
|21.1           |  | Subsidiaries of the Registrant.                                                                           
|31.1           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Paul Donaldson.               
|31.2           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chene Gardner.                
|32.1           |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Paul Donaldson.               
|32.2           |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chene Gardner.                









Table of Contents52







SIGNATURES





In accordance with Section 13 or 15(d) of the
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                          |                                             | HELMER DIRECTIONAL DRILLING CORP.
|------------------------- | ------------------------------------------- | ---------------------------------
|                          |                                             |                                  
|                          |                                             |                                  
|                          | /s/ Paul Donaldson                         
|Dated: September 23, 2013 | By: Paul Donaldson, Chief Executive Officer
|                          |                                             |                                  
|                          |                                             |                                  

































Table of Contents53