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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**______________________**

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**FORM 10-Q**

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**[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934**

 

For the quarterly period ended June 30, 2013

 

OR

 

**[ ] Transition Report Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934**

 

For the transition period from ________ to ___________

 

Commission file number: 000-53675

 

**HELMER DIRECTIONAL DRILLING CORP**

(Name of Small Business Issuer in Its Charter)

 

 

 

 

 

 

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto 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 [ X] No [ ]

** **

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “largeaccelerated filer,”“accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.(Check one):

 

Large Accelerated Filer [ ]	Accelerated Filer[ ]	Non-Accelerated Filer [ ]

Smaller reporting company [X]

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Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Check whether the registrant has filed all documentsand reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securitiesunder a plan confirmed by a court. Yes [ ] No [ ]

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

State the number of shares outstanding of eachof the issuer’s classes of common equity, as of the latest practicable date. As of August 14, 2013, the Company had outstanding106,000,078 shares of common stock, par value $0.001 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**PARTI**

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**FINANCIALINFORMATION**

 

The CondensedFinancial Statements of the Company are prepared as of June 30, 2013. 

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**ITEM1.	FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q**

 

 

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**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

June 30, 2013

(Unaudited)

 

NOTE 1 -	ORGANIZATION AND DESCRIPTIONOF BUSINESS

 

Excelsior Gold Corporation (the“Company”) was incorporated in the State of Utah on November 21, 2012. The Company is an Exploration Stage Company,as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915,*Development Stage Entities*. The Company’s principal business is the acquisition and exploration of mineral resources.The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

 

NOTE 2 -	SIGNIFICANTACCOUNTING POLICIES

 

This summary of significant accountingpolicies of the Company is presented to assist in understanding the Company’s financial statements. The financial statementsand notes are representations of the Company’s management who are responsible for their integrity and objectivity. Theseaccounting policies conform to accounting principles generally accepted in the United States of America and have been consistentlyapplied in the preparation of the financial statements. The following policies are considered to be significant:

 

a.	Accounting Method

 

The Company recognizes income andexpenses based on the accrual method of accounting. The Company has elected a December 31 year-end.

 

b.	Consolidation Policy

 

The condensed consolidated financialstatements include the accounts of Helmer Directional Drilling Corp. and Excelsior Gold Corp. All intercompany transactions havebeen eliminated in these condensed consolidated financial statements.

 

c.	Cash and Cash Equivalents

 

Cash equivalents are generallycomprised of certain highly liquid investments with original maturities of less than three months.

 

d.	Use of Estimates in the Preparationof Financial Statements

 

The preparation of financial statementsin conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from thoseestimates.

 

e.	Basic and Fully Diluted NetLoss per Share of Common Stock

 

In accordance with Financial AccountingStandards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average numberof shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number ofcommon shares plus dilutive common share equivalents outstanding during the period. There are no common stock equivalents as ofJune 30, 2013.

 

**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

June 30, 2013

(Unaudited)

 

NOTE 2 -	SIGNIFICANTACCOUNTING POLICIES (Continued)

 

f.	Property and Equipment

 

Property and equipment are statedat cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful livesof the assets. When assets are disposed of, the cost and accumulated depreciation (net book value of the assets) are eliminatedand any resultant gain or loss reflected accordingly. Betterments and improvements are capitalized over their estimated usefullives whereas repairs and maintenance expenditures on the assets are charged to expense as incurred.

 

g.	Mining Assets

 

The Company has been in the explorationstage since its formation on November 21, 2012 and has not yet realized any revenues from its planned operations. It is primarilyengaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalizedwhen management has determined that probable future benefits consisting of a contribution to future cash inflows have been identifiedand adequate financial resources are available or are expected to be available as required to meet the terms of property acquisitionand budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteriafor capitalization are not met. In the event that a mineral property is acquired from an unrelated third party through the issuanceof the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair valueof the shares, whichever is more readily determinable.

 

h.	Recent Accounting Pronouncements

 

We have reviewed accounting pronouncementsissued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a materialimpact on our financial position, results of operations, or cash flows for the period ended June 30, 2013.

 

i.	Income Taxes

 

The Financial Accounting StandardsBoard (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting forUncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accountingfor uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB StatementNo. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not thata tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If themore-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financialstatements.  As a result of the implementation of this standard, the Company performed a review of its material tax positionsin accordance with recognition and measurement standards established by FASB ASC 740-10.  

 

Deferred taxes are provided ona liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax creditcarryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary

 

**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

March 31, 2013

(Unaudited)

 

NOTE 2 -	SIGNIFICANTACCOUNTING POLICIES (Continued)

 

differences are the differencesbetween the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuationallowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets willnot be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on thedate of enactment.

 

j.	Concentrations of Credit Risk

 

Financial instruments that potentiallysubject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalentsat well known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporationfor up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at June 30, 2013.

 

k.	Basis of Financial StatementPresentation

 

The accompanying interim unauditedfinancial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certaininformation and footnote disclosures normally included in financial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, althoughmanagement believes that the disclosures are adequate to make the information presented not misleading. The interim financial statementsshould be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company'sannual report on form 10 K for the year ended December 31, 2012 as filed with the SEC. In the opinion of management, all adjustments,consisting only of normal recurring adjustments, (consisting only of normal recurring adjustments and changes in estimates, whereappropriate) are necessary to present fairly the financial position of the Company as of June 30, 2013 and the related operatingresults and cash flows for the interim period presented have been made. The results of operations of such interim period are notnecessarily indicative of the results of the full year.

 

l.	Financial Instruments

 

The Company adopted FASB ASC 820-10-50,“*Fair Value Measurements.*”  This guidance defines fair value, establishes a three-level valuation hierarchyfor disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levelsare defined as follows:

 

Level 1 inputsto the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputsto the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observablefor the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputsto valuation methodology are unobservable and significant to the fair measurement.

 

 

**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

June 30, 2013

(Unaudited)

 

NOTE 2-	SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

The carrying amounts reported inthe balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instrumentsand are a reasonable estimate of fair value because of the short period of time between the origination of such instruments andtheir expected realization and their current market rate of interest.  

 

NOTE 3 -	GOING CONCERN

 

The accompanying financial statementshave been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets andsatisfaction of liabilities in the normal course of business. The Company has an accumulated deficit at June 30, 2013 of $27,652and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s abilityto continue as a going concern.

 

To date the Company has fundedits operations through a combination of loans. The Company anticipates another net loss for the year ended December 31, 2013 andwith the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continueoperations.

 

The Company is attempting to improvethese conditions by way of financial assistance through issuances of additional equity and by generating revenues through salesof products and services.

 

NOTE 4 -	RELATED PARTY TRANSACTIONS

 

During the six months ended June30, 2013 and the year ended December 31, 2012, a shareholder advanced $-0- and $37,200, respectively, to the Company. These amountsare reflected as unsecured and non-interest bearing advances with no maturity date. As of June 30, 2013 and December 31, 2012,the balance of these amounts was $115,866. The Company has also recorded accounts payable due to a shareholder of the Company inthe amount of $14,388 as of June 30, 2013.

 

NOTE 5 -	PREFERRED STOCK

 

On March 14,2013, the Company authorized the designation of 1,500 shares of Series M Convertible Preferred Stock ("Series M Stock"). The Series M Stock has a par value of $0.001 per share. The Series M Preferred Stock shall be subordinate to and rank junior toall indebtedness of the Company now or hereafter outstanding. The Series M Preferred Stock shall notpay a dividend; provided that no cash dividends or distributions shall be declared or paid or set apart for payment on the CommonStock unless such cash dividend or distribution is likewise declared, paid or set apart for payment on the Series M Stock. Holders of the Series M Stock shall vote on an “as converted” basis, together as a single class, with the Common Stock,on all matters requiring the approval, ratification or consent of holders of Common Stock of the Company. The Common Stockinto which the Series M Preferred Stock is convertible shall, when issued, have all of the same voting rights as other issued andoutstanding Common Stock of the Company, and none of the rights of the Series M Stock. 

 

**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

June 30, 2013

(Unaudited)

 

NOTE 5 -	PREFERRED STOCK (Continued)

 

Onor after the Issuance Date, at such time when the Company amends its Articles of Incorporation to increase the number of authorizedshares of Common Stock to such number that is equal to or greater than seven hundred million (700,000,000), the holder of anysuch shares of Series M Stock shall automatically convert (a “Mandatory Conversion”) all of the shares of Series MStock held by such person into a number of fully paid and nonassessable shares of Common Stock equal to the product of (i) thenumber of shares of Series M Stock; and (ii) the Conversion Multiple of Three Hundred One Thousand Six Hundred Ninety Nine (301,699). In other words, for every share of Series M Stock held, the holder will receive 301,699 shares of common stock of the Company.

 

NOTE6 -	SHARE EXCHANGE AGREEMENT

 

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 inexchange 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 convertibleinto 302,000,000 shares of common stock, conditional upon the amendment of the Company’s Articles of Incorporation to increasethe number of authorized shares to 700,000,000. As a result of the Share Exchange, we are now the holding company of Excelsiorand operating a company in development of mining interests by drilling and proving mineral reserves specifically in our firsttwo 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. The Company intends to changeits name to Excelsior Gold Corp.

 

As of June 30, 2013, the Companyhas not amended its articles of incorporation and the preferred shares have not been converted. Due to insufficient authorizedshares, the preferred stock issued in the reorganization has been accounted for as a derivative liability. As part of the recapitalization,the derivative was valued at the net asset value of Excelsior at December 31, 2012. There are no significant changes in the valuationbetween the date of the share exchange (March 14, 2013) and June 30, 2013.

 

The effect of the Exchange Agreementis such that effectively a reorganization of the entities has occurred for accounting purposes and is deemed to be a reverse acquisition.Subsequent to the Closing pursuant to the Acquisition Agreement, Excelsior and its stockholders have effective control of Helmer,even though Helmer has acquired the Company. For accounting purposes, Excelsior will be deemed to be the accounting acquirer inthe transaction and, consequently, the transaction will be treated as a recapitalization of Excelsior, i.e., a capital transactioninvolving the issuance of shares by Helmer for the shares of Excelsior. Accordingly, the combined assets, liabilities and resultsof operations of the Excelsior will become the historical financial statements of Helmer at the closing of the Acquisition Agreement,and Helmer’s assets, liabilities and results of operations have been consolidated with those of Excelsior commencing as ofMarch 14, 2013, the date of the Closing. No step-

 

**HELMER DIRECTIONAL DRILLING CORP.**

Notes to theCondensed Consolidated Financial Statements

June 30, 2013

(Unaudited)

 

NOTE 6 -	SHARE EXCHANGE AGREEMENT (Continued)

 

up in basis or intangible assetsor goodwill will be recorded in this transaction. As this transaction is being accounted for as a reverse acquisition, all directcosts of the transaction have been expensed as incurred. All professional fees and other costs associated with transaction havebeen expensed as incurred.  The Company has determined to continue to utilize December 31 as the end of its fiscal year.

 

 

**ITEM 2.	MANAGEMENT'S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The following discussion of the financial conditionand results of operations of Helmer Directional Drilling Corp. (hereafter, “EXLA”, the “Company,” “we,”“our,” or “us”) should be read in conjunction with the Unaudited Financial Statements and related Notesthereto included herein. This discussion may contain forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’sexpectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates,""intends," "believes," or similar language. Actual results could differ materially from those projected inthe forward looking statements. Prospective investors should carefully consider the information set forth herein, and the Companycautions investors that its business and financial performance is subject to substantial risks and uncertainties.

 

**Overview**

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

 

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

 

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

 

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

 

On March 14, 2013 (the“Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) by andamong 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 ourSeries M preferred stock, par value $0.001 per share (the “Series M Preferred Stock”) (such transaction is sometimesreferred to herein as the “Share Exchange”). The Series M Preferred Stock is convertible into 302,000,000 shares ofcommon stock, conditional upon the amendment of the Company’s Articles of Incorporation to increase the number of authorizedshares to 700,000,000. As a result of the Share Exchange, we are now the holding company of Excelsior and operating a company indevelopment of mining interests by drilling and proving mineral reserves specifically in our first two properties located in Washingtonand Montana. As a condition to the Share Exchange, 155,466,645 shares of our common stock, par value $0.001 (the “RetiredStock”) then outstanding were cancelled and retired. The Company intends to change its name to Excelsior Gold Corp.

 

*Vision, Mission, andGoals*. We believe that the price of precious metals, ores and other commodities will continue to move higher over the longterm, commensurate with increases in aggregate world demand and a sustained decline in the U.S. dollar resulting from looming

 

inflation and unsustainable government debtlevels. 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 resourcesin 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 compliantengineering 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 ventureswith larger companies with the goal of extraction and moving the Company into and ultimately creating an inviting target for mergeror acquisition by one of the world's top majors.

 

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

 

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

 

**Results of Operations**

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Following is management’s discussion ofthe relevant items affecting results of operations for the six months ended June 30, 2013 and 2012.

 

*Revenues*. The Companygenerated net revenues of $-0- during both the six months ended June 30, 2013 and 2012.

 

*Professional fees.*The Company incurred$4,930 in professional fees during the quarter ended June 30, 2013 compared to $-0- during the quarter ended June 30, 2012. Forthe six months ended June 30, 2013, the Company incurred $25,652 in professional fees compared to $-0- during the six months endedJune 30, 2012. The professional fees were related to the Share Exchange Agreement with Excelsior Gold Corporation and filings withthe Securities and Exchange Commission.

 

*General and Administrative Expenses*.General and administrative expenses were $-0- for both the six months ended June 30, 2013 and 2012. The Company expects generaland administrative expenses to increase in the future as a result of the Share Exchange Agreement with Excelsior Gold Corporationand the related change in operations.

 

**Liquidity and Capital Resources**

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As of June 30, 2013, our primary source of liquidityconsisted of $-0- in cash and cash equivalents. Since inception, we have financed our operations through a combination of shortand long-term loans, and through the private placement of our common stock.

 

We have sustained net losses which have resultedin an accumulated deficit at June 30, 2013 of $27,652 and are currently experiencing a substantial shortfall in operating capitalwhich raises doubt about our ability to continue as a going concern. Without additional revenues,

 

working capital loans, or equity investment, there is substantialdoubt as to our ability to continue operations. We believe the Exchange Agreement with Excelsior Gold Corporation will improveoperations in the future.

 

We believe these conditions have resulted fromthe inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generaterevenues 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 insufficientfor ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our mining explorationand 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 beable to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equityfinancing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Companyand our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of yourentire investment in the Company.

 

**Off-Balance Sheet Arrangements**

 

We do not have any off-balance sheet arrangements.

 

**Critical Accounting Policies**

** **

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

 

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

 

**ITEM 3.	QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

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As a smaller reporting company we are not requiredto provide this information.

 

**ITEM 4.	CONTROLS AND PROCEDURES**

 

**Management’s Report on Disclosure Controls and Procedures**

** **

We maintain disclosure controls and proceduresthat are designed to ensure that information required to be disclosed in our reports filed under the *Securities Exchange Actof 1934*, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities andExchange Commission's rules and forms, and that such

 

information is accumulated and communicated to our management, toallow for timely decisions regarding required disclosure.

 

As of June 30, 2013, the end of our first quartercovered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller, of theeffectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded thatour disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report. Our boardof directors has only one member. We do not have a formal audit committee.

 

**Management’s Report on Internal Control over FinancialReporting**

 

Our management is responsible for establishingand maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities ExchangeAct, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expectedbenefits and related costs of control procedures. The objectives of internal control include providing management with reasonable,but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactionsare executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidatedfinancial statements in conformity with accounting principles generally accepted in the United States. Our management assessedthe effectiveness of our internal control over financial reporting as of June 30, 2013. In making this assessment, our managementused the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in *InternalControl-Integrated Framework*. Our management has concluded that, as of June 30, 2013, our internal control over financial reportingis ineffective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with US generally accepted accounting principles. This quarterly report does notinclude an attestation report of the Company’s registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuantto temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s reportin this quarterly report.

 

**Inherent limitations on effectiveness of controls**

 

Internal control over financial reporting hasinherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretationof existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses injudgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusionor improper management override. Because of its inherent limitations, internal control over financial reporting may not preventor detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting processand it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systemsdetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate becauseof changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

** **

**Changes in Internal Control over Financial Reporting**

 

There have been no significant changes in ourinternal controls over financial reporting that occurred during the quarter ended June 30, 2013 that have materially or are reasonablylikely to materially affect, our internal controls over financial reporting.

 

**PART II**

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**OTHER INFORMATION**

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**ITEM 1.	LEGAL PROCEEDINGS**

 

We are not a party to any material legal proceedingsand to our knowledge; no such proceedings are threatened or contemplated.

 

**ITEM 1A.	RISK FACTORS**

 

As a smaller reporting company, we are not requiredto provide the information required by this item.

 

**ITEM 2.	UNREGISTERED SALESOF EQUITY SECURITIES AND USE OF PROCEEDS**

 

On March 14, 2013 (the“Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) by andamong 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 ourSeries M preferred stock, par value $0.001 per share (the “Series M Preferred Stock”) (such transaction is sometimesreferred to herein as the “Share Exchange”). The Series M Preferred Stock is convertible into 302,000,000 shares ofcommon stock, conditional upon the amendment of the Company’s Articles of Incorporation to increase the number of authorizedshares to 700,000,000. As a result of the Share Exchange, we are now the holding company of Excelsior and operating a company indevelopment of mining interests by drilling and proving mineral reserves specifically in our first two properties located in Washingtonand Montana. As a condition to the Share Exchange, 155,466,645 shares of our common stock, par value $0.001 (the “RetiredStock”) then outstanding were cancelled and retired.

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**ITEM 3.	DEFAULTS UPON SENIOR SECURITIES**

 

None.

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**ITEM 4.	MINE SAFETY DISCLOSURES**

 

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

 

**ITEM 5.	OTHER INFORMATION**

 

Not applicable.

 

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**ITEM 6.	EXHIBITS**

 

The following documents are filedas exhibits to this Form 10-Q:

 

**INDEX TO EXHIBITS**

 

 

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.