IRON HORSE CLOTHING Corp - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - IRON HORSE CLOTHING Corp	f10q093013_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - IRON HORSE CLOTHING Corp	f10q093013_ex32z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

. TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

IRON HORSE CLOTHING CORPORATION

(formerly E C CONSULTING INTERNATIONAL, INC.)

(Exact name of small business issuer as specified in its charter)

Nevada

333-183011

27-2997331

(State or other jurisdiction of

incorporation or organization)

(Commission file number)

(IRS Employer

Identification Number)

1012 Main Street, Suite 104, Ramona, CA 92065

(Address of principal executive offices) (Zip Code)

760-788-6274

(Registrant’s Telephone Number, Including Area Code)

432 Maple Street, Bldg-B, Suite 10

Ramona, CA 92065

Former Address If Changed since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act +41 (0) 61 703 8676during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes X . No .

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


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 108,419,000 shares (including shares that the Company is obligated to issue) of Common Stock, as of December 2, 2013.

IRON HORSE CLOTHING CORPORATION

FORM 10-Q

SEPTEMBER 30, 2013

INDEX


PART I - FINANCIAL INFORMATION	Page

Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	19
Item 6. Exhibits and Reports of Form 8-K	19

SIGNATURES	19

IRON HORSE CLOTHING CORPORATION

BALANCE SHEETS

AS OF SEPTEMBER 30, 2013 AND JUNE 30, 2013

(Unaudited)


		September 30, 2013		June 30, 2013
ASSETS
Current Assets:
Cash	$	65,230	$	1,555
Accounts receivable		8,075		7,685
Deposits for future advertising		168,000		168,000
Inventory		53,540		74,840
Total current assets		294,848		252,079

Fixed Assets:
Leasehold improvements		31,207		31,207
Furniture and fixtures		33,196		33,196
Computers and software		20,391		19,210
Truck		11,300		11,300
Total		96,094		85,488
Accumulated depreciation/amortization		(55,224)		(52,812)
		40,870		32,676

Other Assets		1,584		1,584

TOTAL ASSETS	$	337,299	$	286,339

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Notes and loans payable	$	1,230,000	$	1,601,213
Loan due to officer		50,571		43,571
Accrued interest		232,822		215,165
Accounts payable		42,385		27,184
Customer advances		18,350		26,001
Total		1,574,128		1,913,134

TOTAL LIABILITIES		1,574,128		1,913,134

STOCKHOLDERS’ DEFICIT:
Preferred A stock; at $0.001 par value; 1,000,000 shares authorized, 45,000 shares issued and outstanding		45		-
Common stock at $.001 par value; 250,000,000 shares authorized; 108,390,000 and 103,500,000 shares issued and outstanding		108,390		103,500
Additional paid-in capital		629,252		74,837
Accumulated deficit		(1,974,517)		(1,805,132)
Total Stockholders’ Deficit		(1,236,830)		(1,626,795)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	337,299	$	286,339

See accompanying notes to the financial statements.

IRON HORSE CLOTHING CORPORATION

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


		2013		2012


Revenues:
Sales	$	23,665	$	111,293
Total		23,665		111,293

Cost of sales		15,282		112,182

Gross profit (loss)		8,383		(889)

Expenses:
General and administrative		127,896		32,985
Sales and marketing		25,996		33,546
Warehouse costs		2,900		9,291
Depreciation and amortization		2,412		2,412
Other		-		872
Total		159,204		79,106

Loss from operations		(150,821)		(79,995)
Other income (expense) – interest expense		(18,564)		(8)
Net loss	$	(169,385)	$	(80,003)

See accompanying notes to the financial statements.

IRON HORSE CLOTHING CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(Unaudited)


		2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(169,385)	$	(80,003)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,412		2,412
Common stock issued for services		9,350		-
Changes in:
Accounts receivable – trade		(390)		(22,404)
Inventory		21,300		14,076
Prepaid expenses		-		6,063
Customer deposit		(7,651)		-
Accounts payable and accrued expenses		32,858		33,545
Total adjustments		57,879		33,692

Net cash used in operating activities		(111,506)		(46,311)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of computer and software		(10,606)		-
Adjustment of Additional Paid In Capital		-		5,786
Net Cash Used In Investing Activities		(10,606)		5,786

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		200,000		-
Proceeds of loans from officers		17,500		-
Payments of loans from officers		(10,500)		-
Payments of notes payable		(21,213)		-
Net cash provided by financing activities		185,787		-

Net increase (decrease) in cash		63,675		(40,525)

Cash at beginning of period		1,555		88,596

Cash at end of period	$	65,230	$	48,071

OTHER NONCASH TRANSACTIONS:
Contribution of note payable to capital	$	550,000	$	-

See accompanying notes to the financial statements.

IRON HORSE CLOTHING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Unaudited)

NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended June 30, 2013 included in a report on Form 8K filed on December 2, 2013

Change of Business

The Company entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) E C Consulting International, Inc. (“EC”) (ii) The Iron Horse Clothing Corporation, a Delaware corporation (“Iron Horse”), and (iii) the shareholders of Iron Horse, pursuant to which the holders of 100% of the outstanding units of Iron Horse transferred to the Company all of the outstanding shares of Iron Horse in exchange for the issuance of 1,950,000 shares (the “Shares”) of the Company’s common stock (such transaction, the “Share Exchange”). As a result of the Share Exchange, Iron Horse became our wholly-owned subsidiary. We are now a holding company with all of our operations conducted through Iron Horse, which primarily consist of manufacturing and marketing fashion denim apparel and accessories. .

Spinoff Agreement

We entered into a Spinoff Agreement with Dr. Jean-Claude Gehret, who was one of our officers and directors, as well as our largest shareholder, under which we agreed to sell all of our assets relating to our seminar business in exchange for all of the liabilities specifically associated with the seminar business and the return by Dr. and Mrs. Gehret of 25,000,000 shares of EC common stock. As a result of the Spinoff Agreement we ceased to be a company engaged in the seminar market. The Spinoff Agreement was approved by a majority of our shareholders and a majority of our non-interested shareholders.

Other Matters

The various paperwork and other matters relating to the transactions described above was completed by August 26, 2013. The Company then changed its name to The Iron Horse Clothing Corporation and increased the number of authorized common shares to 250,000,000.It also issued a 33 for 1 forward stock split, after which there were 103,500,000 common shares outstanding.

The Company adopted a fiscal year ending on June 30, 2013.

Accounting Treatment

The merger was accounted for as a reverse acquisition and recapitalization. Iron Horse is the acquirer for accounting purposes, and EC is the issuer. Accordingly, Iron Horse’s' historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Reported operations prior to the merger will be those of Iron Horse. No EC operating results from prior to the merger date will be included in reported financial statements of operations. Earnings per share for the period prior to the merger are restated to reflect the equivalent number of shares outstanding.

Stock-based compensation

The Company follows the provisions of FASB ASC 718—Stock Compensation, which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values on the date of grant.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Iron Horse will continue as a going concern. As reflected in the accompanying financial statements, Iron Horse has negative working capital and a net capital deficiency at September 30, 2013. It has no source of ongoing debt or equity financing.

While Iron Horse is introducing new lines of fashion denim apparel and accessories to the market, there are uncertainties as to whether Iron Horse will obtain sufficient financing to create a sufficient market for its products to enable Iron Horse to establish profitable operations and generate sufficient cash flow to meet its obligations. Accordingly, there is substantial doubt about the Iron Horse’s ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary if Iron Horse is unable to continue as a going concern and the company has not addressed the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities.

NOTE 3 – NOTES PAYABLE

In August 2013, the Company received a $200,000 loan from an accredited investor. The note matures on August 29, 2014, is secured by 64,350,000 common shares of ECC (which are held in escrow) that are beneficially owned by the Company’s CEO and President, Mark Wentura (49,549,500 shares) and Wakefield Kennedy, LLC. (14,800,500 shares). The note carries interest at a rate of 17% per annum to be paid quarterly. In addition, the Note Holder is to receive 750,000 shares of restricted common stock with Piggy Back Registration rights; and 1,000,000 12 month warrants exercisable at $0.10 per share with Piggy Back Registration rights. The Note carries a prepayment penalty of 115% of the Principal due plus all accrued interest.

In August 2013, upon completion of the merger between ECC and Iron Horse, Wakefield Kennedy contributed $550,000 of the notes due them to contributed capital. There was no additional consideration from Iron Horse.

NOTE 4 – OTHER COMMITMENTS

On June 5, 2013 Iron Horse entered into a twelve-month agreement with a consulting/business advisory firm under which it is committed to:

Pay a monthly consulting fee of $2,500 for the first six months of the agreement.

Issue 3,000,000 newly-issued shares of common stock upon becoming public (which occurred on August 26, 2013 when it entered into the Exchange Agreement). These shares have piggy-back registration rights and shall be adjusted for any stock issuance, splits, dividends, recapitalizations, etc. during the term of the consulting agreement.

Issue 1,000,000 newly-issued shares of common stock to compensate the consultant for introducing the party involved in the barter agreement. These shares have piggy-back registration rights.

Issue 850,000 newly-issued shares of common stock upon becoming public (which occurred on August 26, 2013) for using an associate of the consultant for corporate infrastructure services. These shares have piggy-back registration rights.

Bonus consulting fee upon becoming public (which occurred on August 26, 2013) of: (1) 15,000 Preferred A shares to be issued eight months after becoming a public company, (2) 15,000 Preferred A shares to be issued ten months after becoming a public company and (3) 15,000 Preferred A shares to be issued 12 months after of becoming a public company. Each of these Preferred A shares will be convertible at the holder’s option into 100 common shares and shares have piggy-back registration rights.

All of the items above have been earned by the consultant during the three months ended September 30, 2013 during which period, Iron Horse recorded associated expenses of $9,350 exclusive of the monthly consulting fee which results in $7,500 in expenses during that period.

After the issuance of the shares covered by this agreement there are 105,650,000 common shares outstanding and 45,000 shares of preferred stock outstanding.

NOTE 5 - SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from October 1, 2013 through December 2, 2013, the date of issuance of the financial statements and reports for the following:

In October 2013, the Company issued 8,000 common shares in connection with a subscription agreement from an accredited investor. The shares were issued at a price of $0.20 per share.

In October 2013, the Company issued 12,500 common shares in connection with a subscription agreement from an accredited investor. The shares were issued at a price of $0.20 per share.

In November 2013, the Company issued 100,000 common shares in connection with a subscription agreement from an accredited investor. The shares were issued at a price of $0.125 per share.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Note Regarding Forward-Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects;

any contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy;

any possible financings; and

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Operations

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Operations

The discussion of operations below relates entirely to the Iron Horse operations prior to the reverse merger described above.

Financial Condition

As of September 30, 2013, we had total current assets of $294,845 and total current liabilities of $182,845 for a net working capital deficit of $1,391,283. We need to raise additional money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to develop new designs, produce product for sale at both wholesale and retail, or acquire a target company or business. The additional funding will come from both equity financing from the sale of Iron Horse’s common stock, and the sale of notes and convertible debt. If Iron Horse is successful in completing the sale of convertible debt or an equity financing, existing shareholders will experience dilution of their interest in Iron Horse. Iron Horse does not have any financing arranged and Iron Horse cannot provide investors with any assurance that Iron Horse will be able to raise sufficient funding from the sale of its common stock or notes. In the absence of such financing, Iron Horse's business is likely to fail.

Based on the nature of Iron Horse's business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that it will take several months for orders which are received and in house to produced, shipped, and paid for. Management believes that with sufficient capital, it will be able to meet all orders and will lead to sufficient revenue and profitability within the next twelve months. Iron Horse's future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:

Iron Horse's ability to raise additional funding;

Iron Horse's ability to identify and successfully design products for growing segments of the apparel market;

Iron Horse’s ability to identify and successfully acquire competitive brands and that if acquired, such opportunities or businesses will be profitable.

Due to Iron Horse's lack of operating history and current revenues, Iron Horse's independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements indicating substantial doubt about Iron Horse's ability to continue as a going concern. This means that there is substantial doubt whether Iron Horse can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our bills.

Operations for the three months ended September 30, 2013 and 2012 are:


		2013		2012


Revenues:
Sales	$	23,665	$	111,293
Total		23,665		111,293

Cost of sales		15,282		112,182

Gross profit (loss)		8,383		(889)

Expenses:
General and administrative		127,896		32,985
Sales and marketing		25,996		33,546
Warehouse costs		2,900		9,291
Depreciation and amortization		2,412		2,412
Interest and fees		18,561		8
Other		-		872
Total		159,207		79,106

Loss form operations	$	(150,824)	$	(79,995)

Net Profit and Loss

For the three months ended September 30, 2013, the Company had a loss of $169,385 as compared to a loss of $80,003 for the three months ended September 30, 2012 a increase of $89,382 or 111.7%.

The significant differences for the period to period comparison are mainly due to an decrease in fiscal year 2013 revenue of $87,628 over fiscal year 2012, coupled with increased gross profits due in large part to a decrease in unit costs of the product shipped, and more effective billing for shipping costs. These gains were offset by the added cost of sales related to the additional revenue. Year to year, the Company was able to hold sales and marketing costs stable, while general and administrative costs increased as the Company expense items with professional fees associated with the merger and product development costs increasing significantly while general and administrative and other costs decreased by over 20%.

Liquidity

Iron Horse's sources of liquidity will be loans that may be available to Iron Horse from management, notes from investors, and the potential sale of common stock. Although Iron Horse has no written arrangements with its management, Iron Horse expects that officers may provide Iron Horse with nominal liquidity, when and if it is required.

Iron Horse's external potential sources of liquidity will be private placements for equity and debt financing. No commitments currently exist.

From time to time, Mark Wentura, Iron Horse’s president, has loaned Iron Horse funds for working capital purposes. As of September 30, 2013, the principal balance due him was $50,571. The notes are due on demand and carry interest at 6% per annum.

In August 2013, the Company received a $200,000 loan from an accredited investor. The note matures on August 29, 2014, is secured by 59,400,000 common shares of ECC (which are held in escrow) that are beneficially owned by the Company’s CEO and President, Mark Wentura. The note carries interest at a rate of 17% per annum to be paid quarterly. In addition, the Note Holder is to receive 750,000 shares of restricted common stock with Piggy Back Registration rights; and 1,000,000 12 month warrants exercisable at $0.10 per share with Piggy Back Registration rights. The Note carries a prepayment penalty of 115% of the Principal due plus all accrued interest.

There are no assurances that Iron Horse will be able to obtain any form of additional financing. If Iron Horse is unable to achieve the financing necessary to continue its plan of operations, then Iron Horse will not be able to undertake steps to increase sales and its business will fail.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.

Seasonality

We have not noted a significant seasonal impact in our business (or businesses like ours) although having just commenced operations it is too early to tell.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item because it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of disclosure controls and procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of management including our Principal Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurances that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

Changes in internal controls over financial reporting.

There were material weaknesses in the internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Iron Horse Clothing Corporation that merged with the Company. Following the merger steps were taken to correct these weaknesses. Management believes that, as of the filing of this quarterly report on Form 10Q, these material weaknesses had been corrected.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors

You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this Report, before you decide to invest in shares of our common stock.

If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

Risks Related to the Business

Iron Horse has virtually no financial resources or committed sources of debt or equity financing. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Iron Horse has very limited financial resources or committed sources of debt or equity financing. We have negative working capital and a stockholders’ deficit at September 30, 2013. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended June 30, 2013 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

Iron Horse is and will continue to be completely dependent on the services of our founder and president, Mark Wentura, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

Iron Horse’s operations and business strategy are completely dependent upon the knowledge and reputation of Mark Wentura.

Mr. Wentura is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines that it currently operates. We will fail without the services of Mr. Wentura or an appropriate replacement(s).

We intend to acquire key-man life insurance on the life of Mr. Wentura naming us as the beneficiary when and if we obtain the resources to do so and he remains insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.

Mark Wentura, our chief executive officer, chief financial officer and chief accounting officer has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.

Mark Wentura has no meaningful financial reporting education or experience. He is and will be heavily dependent on advisors and consultants. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

Many of our likely competitors have significantly greater financial and marketing resources than do we.

Many of our likely competitors have significantly greater financial and marketing resources than do we. Many of these competitors have sophisticated management, are in a position to purchase inventory at the lowest prices and have the ability to advertise in a wide variety of media, including television. There are no assurances that our brand will be successful.

We are dependent on a limited number of vendors in Vietnam and China. If we lost any or all of these vendors, we could be unable to produce our products.

We are dependent on a limited number of vendors in Vietnam and China. We do not have long-term agreements with these vendors who could terminate or modify agreements at any time. If we lost any or all of these vendors, we could be unable to produce our products because we might not be able to replace these vendors in terms of quality, price or timing of delivery.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business which would result in our being unable to continue as a going concern.

The costs such as audit fees and legal fees in connection with the preparation of financial reports that we file as a public company reduce or eliminate our ability to earn a profit.

We file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. The incurrence of such costs have a negative effect on our ability to meet our overhead requirements and earn a profit.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president.

We have only one director (who is also our president). Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which gives him significant control over all corporate issues.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Risks Related to Our Common Stock

10.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.

11.

The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.

12.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us therefor if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

13.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

There is and has never been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. A trading symbol has been granted (ECCO) which enables the shares of our common stock to be quoted on the OTCBB maintained by FINRA. There can be no assurances as to whether:

(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of Iron Horse and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

14.

Our shares may not become eligible to be traded electronically which would result in brokerage firms being unwilling to trade them.

We will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

15.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person'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 a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that 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, and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and 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. Additionally, 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 of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

16.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

17.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in approximately 17 states which do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

18.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

19.

The ability of our president to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

Our president beneficially owns a majority of our outstanding common stock. Because of his beneficial stock ownership, our president is in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our president may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our president. This level of control may also have an adverse impact on the market value of our shares because our president may institute or undertake transactions, policies or programs that result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.

20.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

21.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

22.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

If at the beginning of any fiscal year, we have fewer than 300 record shareholders and do not file a registration statement on Form 8A (which we have no current plans to file), our reporting obligations under Section 15(d) of the Securities Exchange Act of 1934 may (in our sole discretion) be automatically suspended for that fiscal year. If we no longer submit our filings with the SEC, your access to our business information would then be even more restricted. We are also not required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business could be limited.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits and Reports of Form 8-K

(a)

Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

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

Iron Horse Clothing Corporation

(Registrant)

/s/ Mark Wentura

Mark Wentura

Title: President and Chief Financial Officer

December 2, 2013

IRON HORSE CLOTHING Corp - FORM 10-Q - December 2, 2013

Attached files

IRON HORSE CLOTHING Corp Reports