The Company has entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) EC (ii) 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. .
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.
(The Company’s two former officers and directors, Dr. Jean-Claude E. Gehret and Danielle J. Gehret resigned from all officer and director positions with the Company effective as of the closing of the Spinoff Agreement.)
The various paperwork and other matters relating to the transactions described above was completed by August 26, 2013. The Company will change its name to The Iron Horse Clothing Corporation and increase the number of authorized common shares to 250,000,000.It will also issue a 33 for 1 forward stock split, after which there will be 99,000,000 common shares outstanding.