27 Dec Helmer Directional Drilling Corp (EXLA) – research report
Helmer Directional Drilling Corp (EXLA) only just recently started actively trading and already it has shown signs of pre-promo trade activity. A quick peak at the ticker shows connections between EXLA and EWRL (the most recent BestDamnPennyStock pick from the summer) making this researcher wonder if EXLA is being set up to become the next BDPS pick or some other stock promotion in the near future. EXLA definitely deserves a full research report.
EXLA went public as Exclusive Apparel Inc in 2007.
Exclusive Apparel Inc was a Nevada entity incorporated on September 8, 2006 by Sharon M Lynch, the sole officer/director of the shell.
Sharon M Lynch is a graduate of the Los Angels School of Fashion Design and Merchandising. Her career included design and merchandising responsibilities at Ellen Tracy, St. John Knits, and Nike.
Sharon M Lynch owned all 22,000,000 outstanding shares when Exclusive Apparel Inc went public. Ms. Lynch received all 22,000,000 shares as payment for services.
To get SEC approval for their SB-2 filing, Exclusive Apparel Inc used a forward looking business plan to offer premium baseball cap type headwear for women with exquisite taste and extravagant appetites as exclusive accessories to differentiate themselves. Exclusive Apparel also planned on expanding to belts, handbags, and other similar accessories once the ball cap business became successful.
Exclusive Apparel registered a domain at exclusiveapparel.biz with plans on turning it into the company website. The website was never constructed and eventually the domain expired.
Helping to take the shell public were attorney Joseph Lambert Pittera, Esq. (SVEN, WBSI, CYSA, ENTB, VLCO, GUNP, TFER, BMSN, EWRL, AZNT, and others) and now banned accountant, Moore & Associates. EWRL was the last BestDamnPennyStock pick.
On February 27, 2007, Exclusive Apparel received approval to go public.
After going public, 15,000,000 shares of stock were sold to 28 anonymous seed shareholders at $.01/share raising $150,000.
Part of that $150,000 was used to purchase $42,000 worth of inventory from LVNV Apparel LLC. LVNV Apparel LLC was a Nevada business entity incorporated on June 18, 2007 by Sharon Lynch's husband, Neil Lynch.
LVNV Apparel LLC was a Los Angeles based Women's and Children's Clothing wholesale company. So basically Sharon Lynch sold Exclusive Apparel stock to the public so she could turn around and use the money to support her family's business, and that family business just purchased Women's and Children's apparel so that they could resale it at higher prices.
Another $9,500 from the public offering went to Neil Lynch for consulting services.
LVNV Apparel LLC is now a revoked entity and the wholesale company appears to no longer be in business.
The rest of the $150,000 raised was quickly sucked up by administrative costs and accrued expenses/salaries.
By the end of 2007, Exclusive Apparel was already out of cash and they still didn't have their website constructed. None of the inventory Sharon purchased from her family business using shareholder money ended up getting sold.
Merger #1 (failed attempt)
On May 28, 2008, EXLA filed an 8K for a merger with a company known as e-Smart Technologies Inc, a Nevada business entity. According to the filing the merger was expected to close some time during the 3rd quarter of 2008.
The merger agreement required Sharon Lynch to cancel her 22,000,000 and for 150,000,000 new shares of EXLA stock to be issued to the e-Smart Technologies Inc shareholders to complete the merger.
Attorney Roland W Day was listed as the representative for the e-Smart Technologies Inc shareholders. Mary A Grace signed as the CEO of e-Smart Technologies Inc.
Rowland W Day can be linked to (SVEN and WBSI with Joseph Pittera, SSBN, BIFC, BGAT, and SOLS).
e-Smart Technologies Inc was already a publicly traded company under the symbol ESMT then later ESTT. The merger with EXLA would not end up getting executed and in 2008, ESTT stopped meeting its SEC reporting obligations by refusing to file any more financial reports. On October 17, 2008, e-Smart Technologies Inc which had become a pretty bad dilution vehicle for insiders was suspended by the SEC. ESTT and its officers became the subjects of lawsuits. On January 12, 2012, e-Smart Technologies Inc was revoked by the SEC.
It is possible the merger could have failed because of issues surrounding getting approval for the EXLA 10K for the year ending December 31, 2007 (it took 3 amendments) or because of the internal issues that were already starting for e-Smart Technologies Inc. Whatever the case the merger was cancelled without any kind of formal disclosure.
Change of Control
On June 11, 2009, Sharon Lynch resigned from all of her positions with EXLA. Taking her place was Georgette Mathers. Ms. Mathers received all 22,000,000 shares from Sharon Lynch for an undisclosed amount of money (maybe nothing) and immediately moved the company to Riversdale, California. Sharon Lynch was allowed to take all of her inventory which was purchased from seed shareholder money with her when she left.
Georgette Mathers had previously been a seed shareholder in Bluegate Corp which was a Roland W. Day shell. She was also became the CEO of Myos Corp (MYOS) in 2009 (a position which she still currently holds) and CEO of TBSS International Inc (TBSS) in August of 2011.
In both other cases, Georgette Mathers would end up relinquishing control of the shells to new management.
This Just In - I just received information that EXLA will be the next Stock Mister pick tomorrow
Here is a link to the Stock Mister announcement
During my research I found this report created on a domain called Twitlonger and posted by Rachel Salamon (Hot_OTC_Network) that looks very similar to the Stock Mister announcement.
I wonder if Rachel Salamon (Hot_OTC_Network) is some how connected to Stock Mister and we had a heads up about the pick 9 days in advance.
The report must go on - Name Change and Forward Split
On July 18, 2011, EXLA filed a Pre14C to execute a name change to Helmer Directional Drilling Corp, an authorized share increase to 300,000,000, and a 1.33333333:1 forward split.
The corporate changes became effective on August 30, 2011.
The forward split increased the outstanding share count to 49,333,334 shares. Seed shareholders would now own 20,000,000 free trading shares and Georgette Mathers would now own 29,333,334 restricted shares.
Helmer Directional Drilling Corp had no business operations. EXLA became an empty shell seeking a merger/acquisition candidate.
Jet Life Penny Stocks in this report and some message board posters made the mistake of confusing Helmer Directional Drilling Corp (an empty shell with no business operations) with Helmer Directional Drilling Inc which is a real company not at all associated with EXLA.
Forward Split #2
On December 6, 2012, EXLA effected another forward split. This time it was a 5.3:1 forward split raising the outstanding share count to 261,466,723 shares:
Seed Shareholders - 106,000,000 free trading shares
Georgette Mathers - 155,466,723 restricted shares
New Acquisition Agreeement
On December 13, 2012, EXLA signed a letter of intent to acquire 100% interest in an entity known as Excelsior Gold Corp. CEO of Excelsior Gold Corp (which is based in Washington) is Douglas G McFarland.
Upon completion of the acquisition/share exchange, Excelsior Gold Corp will receive EXLA shares equal to 74% of the issued and outstanding shares.
The letter of intent is subject to a definitive agreement and the definite agreement will be subject to approval. EXLA projects that the acquisition could close some time before January 31, 2013.
Douglas G. McFarland had previously done a deal with Mark Klok and his insider enrichment scam shell, Alto Group Holdings (ALTO). McFarlane became the CEO of ALTO. ALTO got suspended by the SEC on September 17, 2012.
We find out by researching that old ALTO deal that the properties controlled by Douglas G McFarland have not been mined since 1916 and are millions of dollars and several years away from every being mined again. Reality is probably that the properties are not economically feasible to ever be mined again and only have value as ammunition for penny stock promotions. Read here.
Here is the Excelsior Gold Corp website.
Douglas McFarland - CEO
Chene Gardner - Chairman and CFO
Paul Donaldson - Director
W. Glen Zinn - Director
That whole group became officers and directors of ALTO (see ibox here).
Chene Gardner has a long history with penny stocks. Some tickers linked to Chene Gardner include - ALTO, LLFP, STSC, CTHP, SEWK, STHG, GCRC (another Klok shell), NVBG, XPNG, VCAN, TMFH, SRPX (which is another suspended ticker), and FLST among others. Probably the most important of those tickers was Chene Gardner's role as the CFO of ALTO while the shell was being diluted down to worthless through the issuing of hundreds of millions of extremely cheap free trading shares to insiders.
With 105,000,000 free trading shares, a connection to Rowland Day, and a forward looking agreement with individuals linked to dilution scam ALTO that includes mining properties that will probably never produce again, EXLA looks like it is set up to lose shareholder value very quickly. Stock Mister picked an ugly looking shell to pump. Careful about how you play this stock if you decide to gamble on Stock Mister tomorrow.