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 1934For the quarterly period ended June 30, 2009





or





 ̈
Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  to .





Commission file number 0-51536





IRONCLAD PERFORMANCE WEAR CORPORATION


(Exact name of registrant as specified in its charter)





Nevada

98-0434104(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)





2201 Park Place, Suite 101


El Segundo, CA 90245


(Address of principal executive offices, zip code)





(310) 643 -7800


(Registrant’s telephone number, including area code)


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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈  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. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer   ̈
Accelerated filer
 ̈Non-accelerated filer   ̈ (Do not check if 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





As of August 12, 2009, the registrant had 72,951,183 shares of common stock issued and outstanding.









TABLE OF CONTENTS





PagePART I
Financial Information
1Item 1.
Financial Statementsa.
Consolidated Balance Sheets as of June 30, 2009 (Unaudited) andDecember 31, 2008
1b.
Consolidated Statements of Operations (Unaudited) for the three months and six months ended June 30, 2009 and June 30, 2008
2c.
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2009 and June 30, 2008
3d.
Notes to Condensed Consolidated Financial Statements
4 - 18Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19Item 3.
Quantitative and Qualitative Disclosures About Market Risk
37Item 4.
Controls and Procedures
37PART II
Other Information
38Item 1.
Legal Proceedings
38Item 4.
Unregistered Sales of Equity Securities
38Item 6.
Exhibits
38











PART I





ITEM 1.FINANCIAL STATEMENTS





IRONCLAD PERFORMANCE WEAR CORPORATION


CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (unaudited)


AND DECEMBER 31, 2008





June 30,
2009


December 31,
2008(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents

$
436,144


$
215,203Accounts receivable net of allowance for doubtful accounts of $85,000 and $60,000


1,155,691



1,705,435Inventory, net of reserve of $112,000 and $112,000


3,629,255



3,132,842Deposits on inventory


884,985



271,725Prepaid and other


134,779



115,400Total current assets


6,240,854



5,440,605PROPERTY, PLANT AND EQUIPMENTComputer equipment and software


210,828



200,932Vehicles


43,680



43,680Office equipment and furniture


137,325



143,478Leasehold improvements


36,934



36,934Less: accumulated depreciation


(295,629
)


(252,650
)Total property, plant and equipment, net


133,138



172,374Trademarks, net of $16,464 and $14,073 of accumulated amortization


91,921



94,312Deposits and other


11,354



11,354Total Assets

$
6,477,267


$
5,718,645LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses

$
1,844,667


$
1,799,020Line of credit


1,366,827



1,599,300Total current liabilities


3,211,494



3,398,320Fair value of warrant liability


5,700



2,097Total Liabilities


3,217,194



3,400,417STOCKHOLDERS’ EQUITYCommon stock, $.001 par value; 172,744,750 shares authorized; 72,951,183 and 42,803,487 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively


72,951



42,804Additional paid-in capital


17,614,609



15,922,832Accumulated deficit


( 14,427,487
)


(13,647,408
)Total Stockholders’ Equity


3,260,073



2,318,228Total Liabilities and Stockholders’ Equity

$
6,477,267


$
5,718,645





See Notes to Condensed Consolidated Financial Statements.






1





IRONCLAD PERFORMANCE WEAR CORPORATION


CONSOLIDATED STATEMENTS OF OPERATIONS


(unaudited)





Three Months
Ended
June 30,


Three Months
Ended
June 30,


Six Months
Ended
June 30,


Six Months
Ended
June 30,2009


2008


2009


2008REVENUESNet sales

$
3,082,728


$
1,969,216



5,599,903



3,820,319COST OF SALESCost of sales


1,896,128



1,204,783



3,505,187



2,261,889GROSS PROFIT


1,186,600



764,433



2,094,716



1,558,430OPERATING EXPENSESGeneral and administrative


535,397



622,238



1,083,920



1,300,517Sales and marketing


665,833



806,506



1,243,093



1,705,537Research and development


51,732



103,952



143,692



208,866Purchasing, warehousing and distribution


139,425



191,841



301,061



404,775Depreciation and amortization


22,167



24,787



45,680



48,818Total operating expenses


1,414,554



1,749,324



2,817,446



3,668,513LOSS FROM OPERATIONS


(227,954
)


(984,891
)


(722,730
)


(2,110,083
)OTHER INCOME (EXPENSE)Interest expense


(19,267
)


(24,710
)


(43,060
)


(59,728
)Interest income


245



1,306



467



4,541Change in fair value of warrant liability


(1,652
)


-



(3,603
)


-Other income (expense), net


7,708



(11,720
)


7,977



(2,706
)Unrealized gain (loss) on financing activities


-



1,575



-



(1,515
)Litigation settlement


(17,183
)


-



(17,183
)


-Loss on disposition of equipment


(480
)


-



(480
)


-Total other income (expense)


(30,629
)


(33,549
)


(55,882
)


(59,408
)NET LOSS BEFORE PROVISION FOR INCOME TAXES


(258,583
)


(1,018,440
)


(778,612
)


(2,169,491
)PROVISION FOR INCOME TAXES


-



-



1,466



810NET LOSS

$
(258,583
)

$
(1,018,440
)


(780,078
)


(2,170,301
)BASIC AND DILUTED NET LOSS PER COMMON SHARE

$
(0.00
)

$
(0.02
)


(0.01
)


(0.06
)WEIGHTED AVERAGECOMMON SHARES OUTSTANDING


72,951,183



40,754,064



66,954,957



38,071,784





See Notes to Condensed Consolidated Financial Statements.






2


IRONCLAD PERFPRMANCE WEAR CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS


(unaudited)





Six Months
Ended
June 30, 2009


Six Months
Ended
June 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(780,078
)

$
(2,170,301
)Adjustments to reconcile net loss to net cash used in operating activitiesAllowance for bad debts


25,000



42,000Depreciation


43,289



46,544Amortization


2,391



2,274Disposal of equipment


(1,100
)


-Change in fair value of warrant liability


3,603



-Non-cash compensation:Stock option expense


214,539



346,240Changes in operating assets and liabilities:Accounts receivable


524,743



3,277,771Inventory


(496,413
)


(960,919
)Deposits on inventory


(613,260
)


(153,848
)Deposits


-



(4,063
)Prepaid and other


(19,379
)


42,556Accounts payable and accrued liabilities


45,647



(1,184,484
)Net cash flows provided by (used in) operating activities


(1,051,018
)


(716,230
)CASH FLOWS FROM INVESTING ACTIVITIESProperty, plant and equipment purchased


(2,953
)


(25,655
)Investment in trademarks


-



(13,055
)Net cash flows used in investing activities


(2,953
)


(38,710
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


1,507,385



1,384,070Drawdown (payback) on bank line of credit


(232,472
)


(1,060,630
)Payments on capital leases


-



(1,642
)Net cash flows provided by (used in) financing activities


1,274,913



321,798NET INCREASE (DECREASE) IN CASH


220,942



(433,142
)CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD


215,203



585,826CASH AND CASH EQUIVALENTS END OF PERIOD

$
436,144


$
152,684SUPPLEMENTAL DISCLOSURESInterest paid in cash

$
43,060


$
59,728Income taxes


1,466



810


See Notes to Condensed Consolidated Financial Statements.





3




IRONCLAD PERFORMANCE WEAR CORPORATION


Notes to Condensed Consolidated Financial Statements





1.Description of Business





The Company was incorporated in Nevada on May 26, 2004 and engages in the business of design and manufacture of branded performance work wear including task-specific gloves and performance apparel designed to significantly improve the wearer’s ability to safely, efficiently and comfortably perform general to highly
specific job functions. Its customers are primarily hardware, lumber retailers, “Big Box” home centers, industrial distributors and sporting goods retailers. The Company has received five patents and three patents pending for design and technological innovations incorporated in its performance work gloves. The Company has 53 registered U.S. trademarks, 10 registered international trademarks, 11 in-use U.S. trademarks and 3 in-use international trademarks. The Company introduced its line of specialty
work apparel in the fourth quarter of 2005. The apparel is engineered to keep the wearer dry and cool under extreme work conditions.





2.Accounting Policies





Basis of Presentation





The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) including those for interim financial information and with the instructions for Form 10-Q and Article
8 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these interim financial statements. These financial statements should be read in conjunction with the audited financial statements and notes
for the year ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2009.





Basis of Consolidation





The condensed consolidated financial statements include the accounts of Ironclad Performance Corporation, an inactive parent company, and its wholly owned subsidiary Ironclad California. All significant inter-company transactions have been eliminated in consolidation.





Cash and Cash Equivalents





The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company places its cash with high credit quality institutions. The Federal Deposit Insurance Company (FDIC) insures cash amounts at each institution for up to $250,000. From time
to time, the Company maintains cash in excess of the FDIC limit.





Accounts Receivable





Trade receivables are carried at the original invoice amount less an estimate made for doubtful accounts. The allowance for doubtful accounts is based on management’s regular evaluation of individual customer receivables and consideration of a customer’s financial condition and credit history. Trade receivables
are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Interest is not charged on past due accounts.







4




Inventory





Inventory is stated at the lower of average cost (which approximates first in, first out) or market and consists primarily of finished goods. The Company regularly reviews its inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on management’s estimated forecast of
product demand and production requirements.





Property and Equipment





Property and equipment are recorded at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are depreciated over fifteen years or the lease term, whichever is shorter.
Maintenance and repairs are charged to expense as incurred.





Trademarks





The costs incurred to acquire trademarks, which are active and relate to products with a definite life cycle, are amortized over the estimated useful life of fifteen years. Trademarks, which are active and relate to corporate identification, such as logos, are not amortized. Pending trademarks are capitalized and reviewed
monthly for active status.





Long-Lived Asset Impairment





The Company periodically evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. When factors indicate that the asset should be evaluated for possible impairment, the Company
uses an estimate of the undiscounted net cash flows over the remaining life of the asset in measuring whether the asset is recoverable. Based upon the anticipated future income and cash flow from operations and other factors, relevant in the opinion of the Company’s management, there has been no impairment.





Operating Segment Reporting




As previously discussed, the Company has two product lines, “gloves” and “apparel,” both of which have similar characteristics.  They each provide functional protection and comfort to workers in the form of workwear for various parts of the body; their production processes are similar;
they are both sold to the same type of class of customers, typically on the same purchase order; and they are warehoused and distributed from the same warehouse facility.  In addition, the “apparel” segment currently comprises less than 10% of the Company’s revenues.  The Company believes that the aggregation criteria of SFAS 131, paragraph 17 applies and will accordingly aggregate these two segments.




Revenue Recognition





A customer is obligated to pay for products sold to it within a specified number of days from the date that title to the products is transferred to the customer. The Company’s standard terms are typically net 30 days from the transfer of title to the products to the customer. The Company typically collects payment
from a customer within 30 to 45 days from the transfer of title to the products to a customer. Transfer of title occurs and risk of ownership generally passes to a customer at the time of shipment or delivery, depending on the terms of the agreement with a particular customer. The sale price of the Company’s products is substantially fixed or determinable at the date of sale based on purchase orders generated by a customer and accepted by the Company. A customer’s obligation to pay the Company for
products sold to it is not contingent upon the resale of those products. The Company recognizes revenues when products are delivered to customers.




5





Cost of Goods Sold





Cost of goods sold includes all of the costs associated with producing the product by independent, third party factories (FOB costs), plus the costs of transporting, inspecting and delivering the product to our distribution warehouse in California (landed costs.) Landed costs consist primarily of ocean/air freight, transport
insurance, import duties, administrative charges and local trucking charges from the port to our warehouse. Cost of goods sold for the three months and six months ended June 30, 2009 were $1,896,128 and $3,505,187, respectively.





Purchasing, warehousing and distribution costs are reported in operating expenses on the line item entitled “Purchasing, warehousing and distribution” and, for the three and six months ending June 30, 2009 were $139,428 and $301,063, respectively. These costs were comprised of salaries and benefits of approximately
$53,000 and $105,000; office expenses of approximately $3,000 and $6,000; travel and lodging of approximately $500 and $800; and warehouse operations of approximately $83,000 and $189,000, respectively.





Product Returns, Allowances and Adjustments





Product returns, allowances and adjustments is a broad term that encompasses a number of offsets to gross sales. Included herein are warranty returns of defective products, returns of saleable products and accounting adjustments.





Warranty Returns - the Company has a warranty policy that covers defects in workmanship. It allows customers to return damaged or defective products to us following a customary return merchandise authorization process. Warranty returns for the three and six months ending June 30, 2009 were approximately $8,000 or 0.2% and
$49,000 or 0.8%, respectively.





Saleable Product Returns - the Company may allow from time to time, depending on the customer and existing circumstances, stock adjustment returns, whereby the customer is given the opportunity to ‘trade out’ of a style of product that does not sell well in their territory, usually in exchange for another product,
again following the customary return merchandise authorization process. In addition the Company may allow from time to time other saleable product returns from customers for other business reasons, for example, in settlement of an outstanding accounts receivable, from a discontinued distributor customer or other customer service purpose. Saleable product returns for the three and six months ending June 30, 2009 were approximately $417,000 or 11.9% and $444,000 or 7.1%, respectively.





Accounting Adjustments - these adjustments include pricing and shipping corrections and periodic adjustments to the product returns reserve. Pricing and shipping corrections for the three and six months ending June 30, 2009 were approximately $31,000 or 0.9% and $53,000 or 0.8%, respectively. Adjustments to the product
returns reserve for the three and six months ending June 30, 2009 were approximately ($108,000) or (3.1%) and ($104,000) or (1.7%), respectively.





For warranty returns the Company utilizes actual historical return rates to determine the allowance for returns in each period. For saleable product returns the Company also utilizes actual historical return rates, adjusted for large, non-recurring occurrences. The Company does not accrue for pricing and shipping corrections
as they are unpredictable and generally de minimis. Gross sales are reduced by estimated returns. We record a corresponding accrual for the estimated liability associated with the estimated returns which is based on the historical gross sales of the products corresponding to the estimated returns. This accrual is offset each period by actual product returns.





6




Reserve for Product Returns, Allowances and AdjustmentsReserve Balance 12/31/08

$
137,000Payments Recorded During the Period


(52,891
)84,109Adjustment to Reserve for Pre-existing Liabilities


4,000Accrual for New Liabilities During the Reporting Period


52,891Reserve Balance 3/31/09


141,000Payments Recorded During the Period


(425,322
)(284,322
)Adjustment to Reserve for Pre-existing Liabilities


(108,000
)Accrual for New Liabilities During the Reporting Period


425,322Reserve Balance 6/30/09

$
33,000





Advertising and Marketing





Advertising and marketing costs are expensed as incurred. Advertising expenses for the six months ended June 30, 2009 and 2008 were $238,544 and $406,755, respectively.





Shipping and Handling Costs





Freight billed to customers is recorded as sales revenue and the related freight costs as cost of sales.





Customer Concentrations





Two customers accounted for approximately $2,057,000 or 67% of net sales for the quarter ended June 30, 2009 and two customers accounted for approximately $2,973,000 or 53% for the six months ended June 30, 2009.  Two customers accounted for approximately $602,000 or 31% of net sales for the quarter ended June
30, 2008 and approximately $1,230,000 or 32% for the six months ended June 30, 2008.





Supplier Concentrations





Two suppliers, who are located overseas, accounted for approximately 88% of total purchases during the quarter ended June 30, 2009 and 82% for the six months ended June 30, 2009. One supplier, which is located overseas, accounted for approximately 60% of total purchases during the quarter ended June 30, 2008 and 51% for
the six months ended June 30, 2008.





Loss Per Share





The Company utilizes SFAS No. 128, “Earnings per Share.” Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.




7





The following potential common shares have been excluded from the computation of diluted net loss per share for the periods presented because the effect would have been anti-dilutive:





QuarterEnded June 30,2009


2008Options outstanding under the Company’s stock option plans


5,628,154



5,337,722Common Stock Warrants


10,175,994



10,454,522





Income Taxes





The Company adopted the provisions of FIN 48 effective January 1, 2007. The implementation of FIN 48 has not caused the Company to recognize any changes in its identified tax positions. Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the statement of operations.





Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the difference between the basis of the allowance for doubtful accounts, accumulated depreciation and amortization, accrued payroll and net operating
loss carryforwards for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.





Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. If it
is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.





The components of the provision for income taxes for the quarters ended June 30, 2009 and 2008 were $-0- and $-0-, respectively, for the current state provisions. There was no state deferred and federal tax provision. Due to its current net loss position, the Company has provided a valuation allowance in full on its net
deferred tax assets in accordance with SFAS 109 and in light of the uncertainty regarding ultimate realization of the net deferred tax assets.





Use of Estimates





The preparation of financial statements requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant estimates and assumptions made by management
are used for, but not limited to, the allowance for doubtful accounts, inventory obsolescence, allowance for returns and the estimated useful lives of long-lived assets.





Valuation of Derivative Instruments





SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date in accordance
with EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes-Merton Option Pricing Formula (the “Black-Scholes Model”).  At each period end, or when circumstances indicate that the Company reevaluate the
accounting for the derivative liability, derivative liabilities are adjusted to reflect changes in fair value, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives.





8





Fair Value of Financial Instruments





The fair value of the Company’s financial instruments is determined by using available market information and appropriate valuation methodologies. The Company’s principal financial instruments are cash, accounts receivable, accounts payable and short term line of credit debt. At June 30, 2009 and December 31,
2008, cash, accounts receivable, accounts payable and short term line of credit debt, due to their short maturities, and liquidity, are carried at amounts which reasonably approximate fair value.





The Company measures the fair value of its financial instruments using the procedures set forth below for all assets and liabilities measured at fair value that were previously carried at fair value pursuant to other accounting guidelines.




Under SFAS No. 157, “Fair Value Measurements” fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date.




SFAS 157 establishes a three-level hierarchy for disclosure to show the extent and level of judgment used to estimate fair value measurements.




Level 1 —Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume
to provide pricing information on an ongoing basis.




Level 2 —Uses inputs, other than Level 1, that are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices
in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data. Instruments in this category include non-exchange-traded derivatives, including interest rate swaps.




Level 3 —Uses inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s
estimates of market participant assumptions.




The table below sets forth our financial assets and liabilities that were accounted for at fair value as of June 30, 2009 and December 31, 2008. The table does not include cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.




June 30, 2009


December 31, 2008Level 1


Level 2


Level 3


Level 1


Level 2


Level 3Item measured at fair value on a recurring basis:Warrant liability

$
-


$
5,700


$
-


$
-


$
2,097


$
-





The Company’s warrant liability arises from warrants issued to a third party in exchange for services.  The fair value of these warrants is indirectly measurable using a Black-Scholes pricing model and therefore qualifies as Level 2.







9


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





In February, 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Liabilities - Including an Amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses, arising subsequent to adoption, are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We have adopted SFAS 159 and determined that it has no effect on our condensed consolidated financial statements.





In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, we are required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009.  We have adopted SFAS 160 and determined that it has no effect on our condensed consolidated financial statements.





In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”).  SAB 110 permits companies to continue to use the simplified method, under certain circumstances, in estimating the expected term of “plain vanilla” options beyond December 31, 2007.  SAB 110 updates
guidance provided in SAB 107 that previously stated that the Staff would not expect a company to use the simplified method for share option grants after December 31, 2007.  We will continue to use the simplified method until we have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of its options.





In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged.  We adopted SFAS 161 and determined that it has no effect on our condensed consolidated financial statements.





In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  We are currently evaluating the impact of SFAS 162 on our condensed consolidated
financial statements but do not expect it to have a material effect.





In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS 163”).  SFAS 163 interprets Statement 60 and amends existing accounting pronouncements
to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement.  SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.  As such, we are required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009.  We adopted SFAS 163 and determined that it has no effect on our condensed consolidated financial
statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS
166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period
that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. As such, we are required to adopt this standard in 2010.  We are evaluating the impact the adoption of SFAS 166 will have on our consolidated financial statements.




10





In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises
involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and
useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. As such, we are required to adopt this standard in 2010. We are evaluating the impact the adoption of SFAS 167 will have on our consolidated financial statements.




In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles”.  SFAS 168 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  We are currently
evaluating the impact of SFAS 168 on our consolidated financial statements but do not expect it to have a material effect.





3.Inventory





At June 30, 2009 and 2008 the Company had one class of inventory - finished goods.  Inventory is shown net of a provision of $112,000 at June 30, 2009 and December 31, 2008.





June 30, 2009


December 31,
2008Finished goods

$
3,629,255


$
3,132,842





4.Property and equipment





Property and equipment consisted of the following:





June 30,
2009

December 31,2008Computer hardware and software
$
210,828

$
200,932Furniture and equipment

137,325


143,478Vehicle

43,680


43,680Leasehold improvements

36,934


36,934428,767


425,024Less accumulated depreciation

(295,629
)

(252,650
)Property and equipment, net
$
133,138

$
172,374





Depreciation expense for the six months ended June 30, 2009 and 2008 was $43,289 and $46,544, respectively.





11




5.Trademarks and Patents





Trademarks and patents consisted of the following:





June 30,

December 31,2009

2008Trademarks

$
88,241


$
88,241Patents


20,144



20,144Less: Accumulated amortization


(16,464
)


(14,073
)Trademarks and Patents, net

$
91,921


$
94,312





Trademarks and patents consist of definite-lived trademarks and patents of $68,982 and indefinite-lived trademarks and patents of $39,403 at June 30, 2009 and December 31, 2008. All trademark and patent costs have been generated by the Company, and consist of initial legal and filing fees.





Amortization expense was $2,391 and $2,274 for the six months ended June 30, 2009 and 2008, respectively.





6.Accounts payable and accrued expenses





Accounts payable and accrued expenses consisted of the following at June 30, 2009:





June 30,
2009


December 31,
2008Accounts payable

$
971,107


$
896,600Accrued inventory


306,412



76,224Accrued rebates and co-op


170,017



228,376Accrued returns reserve


33,000



137,000Accrued expenses - other


364,131



460,820Total accounts payable and accrued expenses

$
1,844,667


$
1,799,020





7.Bank Lines of Credit





Factoring Agreement





On September 15, 2006 the Company entered into a factoring agreement with Wells Fargo Century, Inc., dba Wells Fargo Trade Capital Services, Inc. (“WFTC”), whereby it assigned certain of its accounts receivables with full recourse. On November 21, 2006, the Company entered into an amendment to this factoring
agreement. This facility allows the Company to borrow the lesser of (a) $2,500,000 or (b) the sum of (i) seventy-five percent (75%) of the net amount of eligible accounts receivable and (ii) 40% of the value of eligible inventory, which amount shall not exceed the lesser of $750,000 and the net amount of eligible accounts receivable. All of the Company’s assets secure amounts borrowed under the terms of this agreement. Interest on outstanding balances accrues at the prime rate announced from time to time
by Wells Fargo Bank N.A. (or such other bank as WFTC shall select in its discretion) as its “prime” or base rate for commercial loans and the agreement has an initial term of twenty-four (24) months.  On November 30, 2008, the Company entered into an amendment to this factoring agreement under the same terms except for an increase in the lending rate to Prime plus 2%.  As of June 30, 2009 and December 31, 2008, total amount due to WFTC was $1,366,827 and $1,599,300, respectively.




12




On July 25, 2008 the Company entered into a Master Agreement with EPK Financial Corporation (“EPK”) whereby the Company would finance purchase orders for three customer’s special promotions.  In conjunction with this agreement an intercreditor agreement was executed between the Company, WFTC
and EPK whereby WFTC would waive its security interest in the inventory purchased under the EPK financed purchase orders and, when the Company presented the sales invoices from these three customers for this promotional inventory, WFTC would accept these sales as collateral and remit the eligible funds first to EPK for approved principal, interest and fees, and then to the Company.  As of December 31, 2008, all of these EPK financed purchase orders totaling approximately $987,000 have been paid and
cleared.  As of June 30, 2009 there has been no additional borrowing under this Agreement.




8.Equity transactions





Common Stock





In April 2008, the Company completed a private placement transaction with trusts and other high net worth individuals (the “April Private Placement”).  Pursuant to its subscription agreements with these investors, the Company sold 7,075,000 shares of common stock, at $0.20 per share. In accordance
with the terms of the subscription agreements the Company was required to file a registration statement for resale of the common stock sold within forty-five (45) days of the closing date of the offering, use commercially reasonable efforts to cause such registration statement to become effective within one hundred fifty (150) days after the closing date and maintain such registration for twenty-four (24) months after the closing date.  In April 2009, the holders of shares bought in the April Private
Placement waived their right to keep the registration statement effective as the shares are available for resale under Rule 144.  After commissions and expenses, the Company received net proceeds of approximately $1.38 million in the private placement.





In December 2008, the Company issued 338,983 shares of common stock to an investment banking firm in exchange for services.  The services were valued at $70,000 and were based on a current market valuation of $0.2065 per common share.




In February 2009, the Company completed a private placement transaction with trusts and other high net worth individuals.  Pursuant to its subscription agreements with these investors, the Company sold 30,147,698 shares of common stock, at $0.05 per share.  The Company received net proceeds of approximately
$1.5 million in the private placement.




In May 2009, our Board of Directors approved an amendment to Ironclad Performance Wear Corporation’s 2006 Stock Incentive Plan, or 2006 Plan, to increase from 4,250,000 to 11,000,000 the number of shares of our common stock available for issuance pursuant to equity awards granted under the 2006 Plan.  As
a result of recent equity capital raises, the 2006 Plan’s percentage of total outstanding shares has been significantly reduced.  Accordingly, to ensure that we may continue to attract key employees and directors who are expected to contribute to our success, our Board of Directors approved the aforementioned amendment to the 2006 Plan to increase the number of shares available for issuance pursuant to awards granted thereunder.




In May 2009, our Board of Directors adopted an option re-pricing program (the “Program”). Pursuant to the terms of the Program all issued and outstanding options under the Company’s 2000 Stock Incentive Plan and 2006 Stock Incentive Plan would be re-priced at $0.09 per share, which represents an amount
equal to $0.02 above the average closing price of the Company’s common stock over the prior 30-day period.  Under the Program, an aggregate of 5,401,141 options with prices ranging from $0.06 to $1.05 will be re-priced.  In connection with its decision to adopt the Program, the Company engaged an independent valuation firm to determine the expense to be incurred under Statement of Financial Accounting Standards No. 123 (“FAS 123r”) over the remaining life of the options,
utilizing the Black-Sholes pricing model.  The Company, in consultation with valuation firm determined that total expense to be incurred by the Company under FAS 123r will be an aggregate of $2,022 beginning in 2009 and ending in 2011.




There were 72,951,183 shares of common stock of the Company outstanding at June 30, 2009.




13





Warrant Activity





A summary of warrant activity is as follows:





Number of Shares

Weighted Average
Exercise PriceWarrants outstanding at December 31, 2008

10,115,994

$
0.93Warrants issued

60,000

$
0.05Warrants outstanding at March 31, 2009

10,175,994

$
0.93Warrants outstanding at June 30, 2009

10,175,994

$
0.93





Stock Based Compensation





Ironclad California reserved 3,020,187 shares of its common stock for issuance to employees, directors and consultants under the 2000 Stock Incentive Plan, which the Company assumed in the merger (the “2000 Plan”). Under the 2000 Plan, options may be granted at prices not less than the fair market value of the
Company’s common stock at the grant date. Options generally have a ten-year term and shall be exercisable as determined by the Board of Directors.





Effective May 18, 2006, the Company reserved 4,250,000 shares of its common stock for issuance to employees, directors and consultants under its 2006 Stock Incentive Plan (the “2006 Plan”). In June, 2009, the shareholders of the Company approved an increase in the number of shares of common stock reserved under
the 2006 Plan to 11,000,000 shares.  Under the 2006 Plan, options may be granted at prices not less than the fair market value of the Company’s common stock at the grant date. Options generally have a ten-year term and shall be exercisable as determined by the Board of Directors.





The fair value of each stock option granted under either the 2000 Plan or 2006 Plan is estimated on the date of the grant using the Black-Scholes Model.  The Black-Scholes Model has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk free interest
rate is based the U.S. Treasury Bill rate with a maturity based on the expected life of the options and on the closest day to an individual stock option grant. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on historical market prices of the Company’s common stock. The expected life of an option grant is based on management’s estimate. The fair value of each option grant is recognized as compensation expense over the vesting period of the option
on a straight line basis.





There were no stock options issued during the quarter ended June 30, 2009.




14




A summary of stock option activity is as follows:





Number of Shares


Weighted
Average
Exercise PriceOutstanding at December 31, 2008


5,747,069


$
0.55Granted


-



-Exercised


-



-Cancelled/Expired


(77,136
)

$
0.44Outstanding at March 31, 2009


5,669,933


$
0.56Granted


-Exercised


-Cancelled/Expired


(108,915
)

$
0.50Outstanding at June 30, 2009


5,628,154


$
0.56Exercisable at June 30, 2009


4,872,634


$
0.55





The following tables summarize information about stock options outstanding at June 30, 2009:





Range of Exercise
Price


Number
Outstanding


Weighted Average
Remaining Contractual
Life (Years)


Weighted Average
Exercise Price


Intrinsic Value
Outstanding Shares$0.06 - $0.35



2,807,263



5.63


$
0.31


$
13,286$0.38 - $1.05



2,820,891



6.95


$
0.73


$
14,854





The following tables summarize information about stock options exercisable at June 30, 2009:




Range of Exercise
Price


Number
Exercisable


Weighted Average
Remaining Contractual
Life (Years)


Weighted Average
Exercise Price


Intrinsic Value
Exercisable Shares$0.06 - $0.35



2,698,770



5.47


$
0.32


$
12,744$0.38 - $1.05



2,173,864



8.13


$
0.74


$
23,406


The Company recorded $214,539 and $346,240 of compensation expense for employee stock options during the six months ended June 30, 2009 and 2008, respectively. These compensation expense charges were recorded in the following operating expense categories for 2009 and 2008 respectively, general and administrative - $108,733
and $214,386; sales and marketing - $73,902 and $96,703; research and development - $17,335 and $20,653; and purchasing, warehousing and distribution - $14,569 and $14,498. There was a total of $442,581 of unrecognized compensation costs related to non-vested share-based compensation arrangements under the Plan outstanding at June 30, 2009. This cost is expected to be recognized over a weighted average period of 1.6 years. The total fair value of shares vested during the six months ended June 30, 2009 was $204,907.




15





9.Income Taxes





The Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109” (FIN 48) as of January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
entity’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax position taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. No adjustments were required upon adoption of FIN 48. The Company has provided a full
valuation allowance against its deferred tax assets.





The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the fiscal years 2005 through 2008. The Company’s state tax returns are open to audit under the statute
of limitations for the fiscal years 2004 through 2008.





The provision for income taxes differs from the amount that would result from applying the federal statutory rate for the quarter ended June 30, 2009 as follows:





June 30,
2009Statutory regular federal income benefit rate


(34.0
)%State income taxes, net of federal benefit


(5.4
)Change in valuation allowance


39.4Total


-
%





In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize all of the benefits of these deductible, differences, however the Company chooses to
provide a 100% valuation allowance against its deferred tax asset.





Significant components of the Company’s deferred tax assets and liabilities for federal incomes taxes at June 30, 2009 consisted of the following:





2009Deferred tax assetsNet operating loss carryforward

$
4,582,604Stock option expense


866,170Allowance for doubtful accounts


36,414Allowance for product returns


14,137Accrued compensation


79,151Inventory reserve


47,981Other


3,678Valuation allowance


(5,239,541
)Total deferred tax assets


390,594Total deferred tax liabilities


(390,594
)Net deferred tax assets/liabilities

$
-





As of June 30, 2009, the Company had unused federal and state contribution carryovers of $6,680 that expire in 2009 through 2011.





As of June 30, 2009, the Company had unused federal and states net operating loss carryforwards available to offset future taxable income of approximately $10,735,000 and $11,293,000, respectively, that expire between 2009 and 2027.




16


10.Commitments and Contingencies





The Company entered into a new five-year lease with one option to renew for an additional five years for a corporate office and warehouse lease commencing in July 2006. The facility is located in El Segundo, California. Rent expense for this facility for the six months ended June 30, 2009 was $93,532.




The Company has various non-cancelable operating leases for office equipment expiring through December 31, 2012.  Equipment lease expense charged to operations under these leases for the six months ended June 30, 2009 was $4,867.




Future minimum rental commitments under these non-cancelable operating leases for years ending December 31 are as follows:




Year

Facility


Equipment


Total2009


177,306



7,806



185,1122010


180,318



6,816



187,1342011


85,200



5,959



91,1592012


-



5,959



5,9592013


-



-



-Thereafter


-



-



-$
442,824


$
26,540


$
469,364





Ironclad California executed a Separation Agreement with Eduard Jaeger effective in April 2004, which was subsequently amended on November 26, 2008. Pursuant to the terms of the Separation Agreement, if Ironclad terminates Mr. Jaeger’s employment with Ironclad California at any time other than for Cause, then: (a)
Ironclad California must pay Mr. Jaeger all accrued and unpaid salary and other compensation payable by the Company for services rendered through the termination date, payable in a lump sum payment on the termination date;  (b) Ironclad California must pay a cash amount equal to Two Hundred Thousand Dollars ($200,000), payable in installments throughout the one (1) year period following the termination date in the same manner as Ironclad California pays salaries to its other executive officers; and
(c) all outstanding options issue to Mr. Jaeger under the Company’s 2006 Stock Incentive Plan, or any other plan or agreement approved by the Company’s Board of Directors shall become immediately vested and exercisable. Further, the Separation Agreement, as amended, also provides that the Company’s Board of Directors can’t remove Mr. Jaeger during his then current board term, except for Cause.  Finally, the Separation Agreement requires Mr. Jaeger to sign a general release and
non-competition agreement in order to receive the lump sum payment. For the purposes of the Separation Agreement, termination for “Cause” means termination by reason of: (i) any act or omission knowingly undertaken or omitted by Executive with the intent of causing damage to Ironclad California, its properties, assets or business or its stockholders, officers, directors or employees; (ii) any improper act of Mr. Jaeger involving a material personal profit to him, including, without limitation, any
fraud, misappropriation or embezzlement, involving properties, assets or funds of Ironclad or any of its subsidiaries; (iii) any consistent failure by Mr. Jaeger to perform his normal duties as directed by the Chairman of the Board, in the sole discretion of the Board; (iv) any conviction of, or pleading nolo contendere to, (A) any crime or offense involving monies or other property of Ironclad; (B) any felony offense; or (C) any crime of moral turpitude; or (v) the chronic or habitual use or consumption of drugs
or alcoholic beverages.







17


11.   Subsequent Events





In connection with preparation of the consolidated financial statements and in accordance with the recently issued Statement of Financial Accounting Standards No. 165 “Subsequent Events” (SFAS 165), the Company evaluatedsubsequent
events after the balance sheet date of June 30, 2009 through August 12, 2009.





12.   Legal Proceedings




On February 13, 2009, Ansell Protective Products, Inc. filed a suit against the Company in the United States District Court in the District of New Jersey, alleging infringement of a trademark last used by the Company over three years ago.  Since the Company no longer uses the subject trademark, on June 5, 2009,
the Company entered into a settlement with Ansell Protective Products, Inc. pursuant to which the Company paid to Ansell Protective Products the amount of $6,000 to fully settle all claims.




13.Related Party Transactions





Mr. Alderton, an Ironclad Board member since August 2002, is a partner of the law firm, Stubbs, Alderton and Markiles, LLP (“SAM”) which is Ironclad’s attorney of record. SAM rendered services to Ironclad California as its primary legal firm since 2002, and became the Company’s primary legal counsel
upon closing of the merger with Ironclad California on May 9, 2006.




Prior to Dr. Frank’s appointment to the Board of Directors, Dr. and Mrs. Frank purchased 2,000,000 shares of the Company’s common stock on December 8, 2008, at $0.05 per share for an aggregate purchase price of $100,000. Further, Dr. Frank and Mrs. Frank purchased an additional 2,000,000 shares of the Company
common stock on January 30, 3009, at $0.05 per share for an aggregate purchase price of $100,000. Dr. Frank is the father-in- law of Mr. Eduard Jaeger, the Company’s Founder and Chief Marketing Officer of the Company.




14.   Gain/Loss Contingency





Earlier this year the Company became aware that competitors have been importing gloves similar to many of its products under a federal legislation classifying them at a lower duty rate.  This lower duty rate of 2.8% is significantly less than the 10.4% rate the Company had been paying.  The Company filed
retroactive, formal protests with the U.S. Customs Department for refund of paid duties for previous entries totaling approximately $165,000.  In late January, 2008, with the concurrence of the local U.S. Customs Department office at the Port of Los Angeles, the Company began receiving new entries under the lower duty rate.  In June, 2008 the Company started receiving approvals for specific prior entries, along with refund checks totaling approximately $24,000.




In July, 2008, the Company received a written denial ruling on its formal protest from the U.S. Customs Department in Washington, DC.  The Company is continuing to contest this denial ruling, but has nevertheless started receiving its products under the old duty rate of 10.4% going forward.




During the period from January to July, 2008, the Company paid duties, calculated at the lower duty rate, of approximately $36,000.  Had those entries been calculated at the higher duty rate the Company would have incurred additional duties of approximately $134,000.  The Company has paid the approximately
$134,000 of the additional duties due for the entries received at the lower rate in the first half of the year.




In summary, the outcome of the Company’s challenge to the classification of its products for the purpose of determining the appropriate duty rate is still in question at this time.  We have received successful rulings lowering duties on specific styles of gloves, and we have modified the wrist closure on
some of our gloves to conform with the current classification, where feasible.  The Company continues to protest all entries still in the Customs Department and remains reasonably confident that its products do qualify for the reduced duty rate classification, but the ultimate outcome may be determined by a technical interpretation of the law.




Should the Company prevail in its protest, the Company could receive refunds for previously approved and then denied protests, plus any additional excess duties paid for entries subject to our continuing protests.  That amount changes with each entry and is indeterminable until this situation is resolved.




18





ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





This discussion summarizes the significant factors affecting our operating results, financial condition and liquidity and cash flows for the three and six months ended June 30, 2009 and 2008. The following discussion of our results of operations and financial condition should be read together with the
condensed consolidated financial statements and the notes to those statements included elsewhere in this report. Except for historical information, the matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond our control. Our actual results could differ materially from the results anticipated in any forward-looking
statements as a result of a variety of factors, including those discussed in “Risk Factors.”





Overview





We are a leading designer and manufacturer of branded performance work wear. Founded in 1998, we have grown and leveraged our proprietary technologies to produce task-specific gloves and performance apparel that are designed to significantly improve the wearer’s ability to safely, efficiently and comfortably perform
general to highly specific job functions. We have built and continue to augment our reputation among professionals in the construction and industrial service markets, and do-it-yourself and sporting goods consumers with products specifically designed for individual tasks or task types. We believe that our dedication to quality and durability and focus on our client needs has created a high level of brand loyalty and has solidified substantial brand equity.





We plan to increase ourdomesticrevenues by leveraging our relationships with existing retailers and industrial distributors, including “Big Box” and
sporting goods retailers, increasing our product offerings in new and existing locations, and introducing new products, developed and targeted for specific customers and/or industries.




We believe that our products have international appeal. In 2005, we began selling products in Australia and Japan through independent distributors, which accounted for approximately 4% of total sales. In 2006, we entered the Canadian market through a distributor, and international sales represented approximately 7% of total
sales. In 2007 we entered the European market through distributors and international sales represented approximately 11% of total sales. International sales in 2008 were approximately 8% of total sales.  We plan to continue to increase sales internationally by expanding our distribution in Europe and into other international markets during the fiscal year ending December 31, 2009.





General





Net sales are comprised of gross sales less returns and discounts. Our operating results are seasonal, with a greater percentage of net sales being earned in the third and fourth quarters of our fiscal year due to the fall and winter selling seasons.





Our cost of goods sold includes the FOB cost of the product plus landed costs and a reserve for slow-moving inventory. Landed costs include freight-in, insurance, duties and administrative costs to deliver the finished goods to our distribution warehouse. Cost of goods sold does not include purchasing, warehousing or distribution
costs. These costs are captured as incurred on a separate line in operating expenses. Our gross margins may not be comparable to other entities that may include some or all of these costs in the calculation of gross margin.





Our operating expenses consist primarily of payroll and related costs, marketing costs, corporate infrastructure costs and our purchasing, warehousing and distribution costs. We expect that our operating expenses will decrease as a percentage of net sales if we are able to increase our net sales through expansion and growth.
We expect this reduction in operating expenses to be offset by investment in sales and marketing to achieve brand growth, the development of new product lines, and the increased costs of operating as a public company.





19




Historically, we have funded our working capital needs through a combination of our existing asset-based credit facility along with subordinated debt and equity financing transactions. On September 15, 2006 we entered into a factoring agreement whereby we assigned certain of our accounts receivables with full recourse.
This facility allows us to borrow 75% against eligible accounts receivable and 40% against eligible inventory, up to $750,000, with an aggregate limit of up to $2,500,000. On November 30, 2008, we entered into an amendment to this factoring agreement under the same terms except for an increase in the lending rate to Prime plus 2%.  This facility had an outstanding balance of $1,366,827 at June 30, 2009.  In the third quarter of 2008 we also entered into a Master Agreement with EPK Financial
Corporation (“EPK”) whereby we financed purchase orders for three customer’s special promotions.  As of June 30, 2009, all of these EPK financed purchase orders totaling approximately $987,000 have been paid and cleared.





Critical Accounting Policies and Estimates





Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. To prepare these financial statements, we must make estimates and assumptions
that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. On an ongoing basis, management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations and contingencies and litigation. Management bases its estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of
the need to make estimates about the effects of matters that are inherently uncertain.





Revenue Recognition





Under our sales model, a customer is obligated to pay us for products sold to it within a specified number of days from the date that title to the products is transferred to the customer. Our standard terms are typically net 30 days from the transfer of title to the products to a customer. We typically collect payment from
a customer within 30 to 45 days from the transfer of title to the products to a customer. Transfer of title occurs and risk of ownership passes to a customer at the time of shipment or delivery, depending on the terms of our agreement with a particular customer. The sale price of our products is substantially fixed or determinable at the date of sale based on purchase orders generated by a customer and accepted by us. A customer’s obligation to pay us for products sold to it is not contingent upon the resale
of those products. We recognize revenue at the time product is delivered to a customer.





Revenue Disclosures





Our revenues are derived from the sale of our core line of task specific work gloves plus our new line of workwear apparel products, available to all of our customers, both domestically and internationally.  Below is a table outlining this breakdown for the comparative periods:




Six Months Ended June 30, 2009


Six Months Ended June 30, 2008Net Sales

Gloves


Apparel


Total


Gloves


Apparel


TotalDomestic

$
4,862,017


$
188,935


$
5,050,952


$
3,436,928


$
218,102


$
3,655,030International


545,442



3,509



548,951



120,495



44,794



165,289Total

$
5,407,459


$
192,444


$
5,599,903


$
3,557,423


$
262,896


$
3,820,319









20


Inventory Obsolescence Allowance





We review the inventory level of all products quarterly. For most glove products that have been in the market for one year or greater, we consider inventory levels of greater than one year’s sales to be excess. Since apparel products are a relatively new line, we are using a two year horizon to allow for market penetration.  Products
that are no longer part of the current product offering are considered obsolete. The potential for re-sale of slow-moving and obsolete inventories is based upon our assumptions about future demand and market conditions. The recorded cost of obsolete inventories is then reduced to zero and a reserve is established for slow moving products. Both the write down and reserve adjustments are recorded as charges to cost of goods sold. For the six months ended June 30, 2009, our inventory reserve remained unchanged with
a current balance of $112,000. For the six months ended June 30, 2008, we increased our inventory reserve by $33,000 to a current balance of $117,000 and recorded a corresponding charge to cost of goods sold. All adjustments for obsolete inventory establish a new cost basis for that inventory as we believe such reductions are permanent declines in the market price of our products. Generally, obsolete inventory is sold to companies that specialize in the liquidation of these items or contributed to charities,
while we continue to market slow-moving inventories until they are sold or become obsolete. As obsolete or slow-moving inventory is sold or disposed of, we reduce the reserve.





Allowance for Doubtful Accounts





We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our current customers consist primarily of large national, regional and smaller independent customers with good payment histories with us. Since we have not experienced any significant
payment defaults with any of our current customers, our allowance for doubtful accounts is generally minimal. We perform periodic credit evaluations of our customers and maintain allowances for potential credit losses based on management’s evaluation of historical experience and current industry trends. If the financial condition of our customers were to deteriorate, resulting in the impairment of their ability to make payments, additional allowances may be required. New customers are evaluated for credit
worthiness before terms are established. Although we expect to collect all amounts due, actual collections may differ.





Product Returns, Allowances and Adjustments





Product returns, allowances and adjustments is a broad term that encompasses a number of offsets to gross sales. Included herein are warranty returns of defective products, returns of saleable products and accounting adjustments.





Warranty Returns - We have a warranty policy that covers defects in workmanship. It allows customers to return damaged or defective products to us following a customary return merchandise authorization process.





Saleable Product Returns - We may allow from time to time, depending on the customer and existing circumstances, stock adjustment returns, whereby the customer is given the opportunity to ‘trade out’ of a style of product that does not sell well in their
territory, usually in exchange for another product, again following the customary return merchandise authorization process. In addition we may allow from time to time other saleable product returns from customers for other business reasons, for example, in settlement of an outstanding accounts receivable, from a discontinued distributor customer or other customer service purpose.





Accounting Adjustments - These adjustments include pricing and shipping corrections and periodic adjustments to the product returns reserve.





For both warranty and saleable product returns we utilize actual historical return rates to determine our allowance for returns in each period, adjusted for unique, one-time events. Gross sales is reduced by estimated returns. We record a corresponding accrual for the estimated liability associated with the estimated returns
which is based on the historical gross sales of the products corresponding to the estimated returns. This accrual is offset each period by actual product returns.





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Our current estimated future warranty product return rate is approximately 2.0% and our current estimated future stock adjustment return rate is approximately 0.5%. As noted above, our return rate is based upon our past history of actual returns and we estimate amounts for product returns for a given period by applying
this historical return rate and reducing actual gross sales for that period by a corresponding amount. We believe that using a trailing 12-month return rate provides us with a sufficient period of time to establish recent historical trends in product returns for two primary reasons:  (i) our products’ useful life is approximately 3-4 months and (ii) we are able to quickly correct any significant quality issues as we learn about them. If an unusual circumstance exists, such as a product that has
begun to show materially different actual return rates as compared to our average 12-month return rates, we will make appropriate adjustments to our estimated return rates. Factors that could cause materially different actual return rates as compared to the 12-month return rates include a new product line, a change in materials or product being supplied by a new factory. Although we have no specific statistical data on this matter, we believe that our practices are reasonable and consistent with those of our
industry. Our warranty terms under our arrangements with our suppliers do not provide for individual products returned by retailers or retail customers to be returned to the vendor.





Reserve for Product Returns, Allowances and AdjustmentsReserve Balance 12/31/08

$
137,000Payments Recorded During the Period


(52,891
)84,109Adjustment to Reserve for Pre-existing Liabilities


4,000Accrual for New Liabilities During the Reporting Period


52,891Reserve Balance 3/31/09


141,000Payments Recorded During the Period


(425,322
)(284,322
)Adjustment to Reserve for Pre-existing Liabilities


(108,000
)Accrual for New Liabilities During the Reporting Period


425,322Reserve Balance 6/30/09

$
33,000





Stock Based Compensation





On January 1, 2006, we adopted the provisions of Financial Accounting Standards Board Statement 123R, Share-Based Payment (“SFAS 123R”). This statement establishes standards surrounding the accounting for transactions in which an entity exchanges its equity
instruments for goods and services. The statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as the options issued under our Stock Option Plans. The statement provides for, and we have elected to adopt the standard using the modified prospective application under which compensation cost is recognized on or after the required effective date for the fair value of all future share based award grants and the portion of outstanding
awards at the date of adoption of this statement for which the requisite service has not been rendered, based on the grant-date fair value of those awards calculated under Statement 123 for pro forma disclosures.





Income Taxes





Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.





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When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be effectively sustained. The benefit of a tax position is recognized
in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable
taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Since we have reported losses for 2003, 2004, 2005, 2006, 2007 and 2008, we have taken the conservative approach, and fully reserved the deferred tax assets.





Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the statement of operations.





Valuation of Derivative Instruments





SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date in accordance
with EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black Scholes Model.  At each period end, or when circumstances indicate that we reevaluate the accounting for the derivative liability, derivative liabilities are adjusted to
reflect changes in fair value, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives.







23




Results of Operations





Comparison of Three and Six Months Ended June 30, 2009 and 2008





Net Sales increased $1,113,512 or 56.5%, to $3,082,728 in the quarter ended June 30, 2009 from $1,969,216 for the corresponding period in 2008. Two customers accounted for 66.7% of net sales during the quarter
ended June 30, 2009 and two customers accounted for 26.0% of net sales for the quarter ended June 30, 2008.   Net Sales increased $1,779,584 or 46.6%, to $5,599,903 in the six months ended June 30, 2009 from $3,820,319 for the corresponding period in 2008.  Two customers accounted for 53.1% of net sales during the six months ended June 30, 2009 and two customers accounted for 27% of net sales for the six months ended June 30, 2008.  While
net sales have increased for the quarter and six months ended June 30, 2009, we have noticed a softening of demand for our products in light of the general downturn in the economy, particularly in those sectors tied to housing and construction, as well as a tightening in the credit markets making it more difficult for us to finance the production of inventory.  We continue to focus our sales efforts on those areas where we see continued growth, the industrial channel, international and safety markets
and job specific glove styles.





Gross Profit increased $422,167 to $1,186,600 for the quarter ended June 30, 2009 from $764,433 for the corresponding period in 2008. Gross profit, as a percentage of net sales, or gross margin, decreased to 38.5% in the second quarter of 2009 from 38.8% in the same
quarter of 2008.  Gross Profit increased $536,286 to $2,094,716 for the six months ended June 30, 2009 from $1,558,430 for the corresponding period in 2008. Gross profit, as a percentage of net sales, or gross margin, decreased to 37.4% in the first six months of 2009 from 40.8% in the same period of 2008.  The decrease in gross profit for the second quarter of 0.3% was minimal and due to changes in product and customer mix.  The decrease in gross profit for the six months ended
June 30, 2009 of 3.4% was principally due to unforeseen rebate adjustments in the first quarter of 2009 pertaining to 2008 sales contracts and a pricing discrepancy adjustment on a 2008 customer invoice, both of which decreased gross margin by approximately 2.6%.  The remaining difference, 0.8%, reflects increased air freight charges as we replenished our inventory in 2009, plus product and customer mix of sales during the period.





Operating Expenses decreased by $334,770, or 19.1%, to $1,414,554 in the second quarter of 2009 from $1,749,324 in the second quarter of 2008. As a percentage of net sales, operating expenses decreased to 45.9% in the second quarter of 2009 from 88.8% in the same
period of 2008.  Operating Expenses decreased by $851,067, or 23.2%, to $2,817,446 in the first six months of 2009 from $3,668,513 in the first six months of 2008.  As a percentage of net sales, operating expenses decreased to 50.3% in the first six months of 2009 from 96% in the same period of 2008. The decreased spending for the first six months of 2009 was due to a cost reduction program we implemented in response to the slowing economy, and our previously announced objective to achieve
profitability.  These measures resulted in decreased salaries and benefits expenses of $166,000; decreased marketing and trade show activity of $359,000; decreased travel and entertainment expenses of $67,000 and decreased Financial Accounting Standards No. 123R options expense of $132,000; decreased office operating expenses of $52,000; decreased outside services, primarily warehousing, of $75,000.  We are continuing our efforts to identify and capitalize on cost saving measures and opportunities
in these and other areas.  Our number of employees decreased to 22 at June 30, 2009 from 24 at June 30, 2008.





Loss from Operations decreased $756,937 or 76.9%, to ($227,954) in the second quarter of 2009 from ($984,891) in second quarter of 2008. Loss from operations as a percentage of net sales decreased to (7.4%) in the second quarter
of 2009 from (50.0%) in the second quarter of 2008.  Loss from Operations decreased $1,387,353 or 65.7%, to $722,730 in the first six months of 2009 from $2,110,083 in first six months of 2008. Loss from operations as a percentage of net sales decreased to 12.9% in the first six months of 2009 from 55.2% in the first six months of 2008. The decrease in loss from operations in the three and six month periods was primarily the result of the cost cutting measures and commensurate decrease in operating
expenses, as discussed above, plus the increase in sales.





Interest Expense decreased $5,444 to $19,267 in the second quarter of 2009 from $24,710 in the same period of 2008 due to reduced borrowing under our bank factoring agreement and lower interest rates.  Interest Expense decreased $16,668 to $43,060 in the
first six months of 2009 from $59,728 in the same period of 2008 due to reduced borrowings on our line of credit and lower interest rates.




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Interest Income decreased $1,061 in the second quarter of 2009 to $245 from $1,306 in the second quarter of 2008.Interest Income decreased $4,074 in the first six months of 2009 to $467 from $4,541
in the first six months of 2008. Interest income is a result of investment of funds from prior private equity funding.





Other Income (Expense) net was $7,708 in the second quarter of 2009 as compared with ($11,720) in the second quarter of 2008.  Other Income (Expense) net was $7,977 in the first six months of 2009 as compared with ($2,706) in the first six months of 2008.  Other
income in the second quarter of 2009 is comprised of various adjustments to previously issued credits and disbursements, and other expense in the second quarter of 2008 includes an adjustment for a prior year return of $14,305, offset by an income tax refund of $2,974.   Change in the fair value of warrant liability was ($1,652) in the second quarter of 2009 as compared to $-0- for the second quarter of 2008. Change in the fair value of warrant liability was ($3,603) for the first six months of
2009 as compared to $-0- for the first six months of 2008. This change represented the difference in the fair value of warrants recorded as liabilities at their issue date on November 10, 2008. This warrant is revalued at the end of each reporting period until the terms of the agreement for the warrants issued, that resulted in liability accounting, are satisfied.  Litigation settlement expenses of $17,183 reported in the second quarter of 2009 are the reclassified legal expenses and final settlement
associated with the Ansell Protective Products, Inc. trademark infringement lawsuit.





Net Loss decreased $759,857 to ($258,583) in the second quarter of 2009 from ($1,018,440) in the second quarter of 2008.  Net loss decreased $1,390,222 to $780,078 in the first six months of 2009 from $2,170,300 in the first six months of 2008.  This
decreased loss is the result of the combination of each of the factors discussed above, principally the reduction in operating expenses and increased sales.





Seasonality and Quarterly Results





Our glove business generally shows an increase in sales during the third and fourth quarters due primarily to an increase in the sale of our winter glove line during this period.  We typically generate 55% - 65% of our glove net sales during these months.  The first and second quarters of the year are
generally considered our slower season.  Even though the overall economy continues to experience a significant slow-down, which also affects us, this was mitigated by the successful introduction of a new product designed specifically for the oil and gas industries plus an additional promotional order from one of our home center customers.




Our working capital, at any particular time, reflects the seasonality of our glove business and plans to expand product lines and enter new markets.  We expect inventory, accounts payable and accrued expenses to be higher in the third and fourth quarters for these reasons.




Liquidity and Capital Resources





Our cash requirements are principally for working capital. Our need for working capital is seasonal, with the greatest requirements from July through the end of October each year as a result of our inventory build-up during this period for the fall and winter selling seasons. Historically, our main sources of liquidity
have been borrowings under our existing revolving credit facility, the issuance of subordinated debt and the sale of equity.  We anticipate greater difficulty in procuring debt financing in light of the general tightening of credit, making it more difficult for us to finance the production of our planned inventory needs.  In the short term we are monitoring our credit issuances and cash collections to maximize cash flows and investigating opportunities to quickly reduce our current inventories
to convert these assets into cash.  Over the past year, and continuing in the near and longer term we are focused on reducing our operating costs, increasing margins and improving operating procedures to generate sustained profitability.




On September 15, 2006 we entered into a new factoring agreement, whereby we assigned certain of our accounts receivable with full recourse. This facility allows us to borrow the lesser of (a) $2,500,000 or (b) the sum of (i) 75% of the net amount of eligible accounts receivable and (ii) 40% of the value of eligible inventory,
which amount shall not exceed the lesser of $750,000 and the net amount of eligible accounts receivable.  On November 30, 2008, we entered into an amendment to this factoring agreement under the same terms except for an increase in the lending rate to Prime plus 2%.





25


In July 2008 we entered into a Master Agreement with EPK Financial Corporation (“EPK”) whereby we financed purchase orders for three customer’s special promotions. This facility remains available to us.





In February 2009, we completed a private placement transaction with trusts and other high net worth individuals.  Pursuant to its subscription agreements with these investors, we sold 30,147,698 shares of common stock, at $0.05 per share.  We received net proceeds of approximately $1.51 million in the
private placement.





Off Balance Sheet Arrangements





At June 30, 2009, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, variable interest or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes.  As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.





Recent Accounting Pronouncements





In February, 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Liabilities - Including an Amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits entities to choose to measure certain financial assets and liabilities at fair value. Unrealized gains and losses, arising subsequent to adoption, are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We have adopted SFAS 159 and determined that it has no effect on our condensed consolidated financial statements.





In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, we are required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009.  We have adopted SFAS 160 and determined that it has no effect on our condensed consolidated financial statements.





In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”).  SAB 110 permits companies to continue to use the simplified method, under certain circumstances, in estimating the expected term of “plain vanilla” options beyond December 31, 2007.  SAB 110 updates
guidance provided in SAB 107 that previously stated that the Staff would not expect a company to use the simplified method for share option grants after December 31, 2007.  We will continue to use the simplified method until we have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of its options.





In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged.  We adopted SFAS 161 and determined that it has no effect on our condensed consolidated financial statements.





In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  We are currently evaluating the impact of SFAS 162 on our condensed consolidated
financial statements but do not expect it to have a material effect.




26





In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS 163”).  SFAS 163 interprets Statement 60 and amends existing accounting pronouncements
to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement.  SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.  As such, we are required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009.  We adopted SFAS 163 and determined that it has no effect on our condensed consolidated financial
statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS
166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009,
for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. As such, we are required to adopt this standard in 2010.  We are evaluating the impact the adoption of SFAS 166 will have on our consolidated financial statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises
involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and
useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. As such, we are required to adopt this standard in 2010. We are evaluating the impact the adoption of SFAS 167 will have on our consolidated financial statements.





In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 168 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  We
are currently evaluating the impact of SFAS 168 on our consolidated financial statements but do not expect it to have a material effect.





27





Risk Factors





Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this report before purchasing our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and
uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of the money you paid to purchase our common stock.





RISKS RELATING TO OUR BUSINESS





We will need additional funding to support our operations and capital expenditures.  Our inability to obtain such funding could adversely affect our business.





We have funded our operations and capital expenditures from limited cash flow from operations, our cash on hand, the net proceeds of the private placements completed on May 9, 2006, September 21, 2007, April 22, 2008 and February 5, 2009, and the factoring agreement entered into on September 15, 2006.  As
part of our planned growth, we will be required to make expenditures necessary to expand and improve our operating and management infrastructure.




While capital resources have historically been insufficient to support the continued growth of our operations, we believe that the proceeds from our February 5, 2009 financing transaction, our cash flows from operations and borrowings available to us under our senior secured credit facility, the availability of purchase
order financing and our continuing cost containment measures will be adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months.  In the event that our working capital needs exceed our cash sources we will need to raise additional funds.  There can be no assurance that any financing arrangements will be available in amounts or on terms acceptable to us, if at all.  Furthermore, if we are able to raise additional capital through the sale
of equity or convertible debt securities it may result in additional dilution to our existing shareholders.  If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of the implementation of our business strategy.  This limitation could substantially harm our business, results of operations and financial condition.




Our operating results may fluctuate significantly and our stock price could decline or fluctuate if our results do not meet the expectation of analysts or investors.





Management expects that we will experience substantial variations in our net sales and operating results from quarter to quarter. We believe that the factors which influence this variability of quarterly results include:





·
the timing of our introduction of new product lines, particularly our specialty apparel;




·
the level of consumer acceptance of each new product line;




·
general economic and industry conditions that affect consumer spending and retailer purchasing;




·
the availability of manufacturing capacity;




·
the seasonality of the markets in which we participate;




·
the timing of trade shows;




·
the product mix of customer orders;




·
the timing of the placement or cancellation of customer orders;




·
the weather;




·
transportation delays;




·
quotas and other regulatory matters; and




·
the timing of expenditures in anticipation of increased sales and actions of competitors.




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As a result of fluctuations in our revenue and operating expenses that may occur, management believes that period-to-period comparisons of our results of operations are not a good indication of our future performance. It is possible that in some future quarter or quarters, our operating results will be below the expectations
of securities analysts or investors. In that case, our common stock price could fluctuate significantly or decline.





We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.





We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to
do so would adversely affect our business, including our ability to raise additional funds.





We may be unable to effectively manage our growth.





Our strategy envisions growing our business. Any growth in or expansion of our business is likely to continue to place a strain on our financial, managerial and other administrative resources, infrastructure and systems. We have historically been undercapitalized to effectively manage and sustain our growth.  As
with other growing businesses, we expect that we will need to continually restructure and expand our business development capabilities, our systems and processes and our access to financing sources. We also will need to hire, train, supervise and manage new employees. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We cannot assure you that we will be able to:





·
expand our systems effectively or efficiently or in a timely manner;




·
allocate our human resources optimally;




·
meet our capital needs;




·
identify and hire qualified employees or retain valued employees; or




·
incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.




Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial condition.





Substantially all of our revenues have been derived from a relatively limited product line consisting of task-specific gloves and performance apparel, and our future success depends on our ability to expand our product line and achieve broader market acceptance of
our company and our products.





To date, our products have consisted mainly of task-specific gloves and performance apparel, targeted primarily to the construction, do-it-yourself, industrial and sporting goods markets.  Our success and the planned growth and expansion of our business depend on
us achieving greater and broader acceptance in our existing market segments as well as in new segments.  We may be required to enter into new arrangements and relationships with vendors, suppliers and others to achieve broader acceptance of our products, but cannot guarantee that we will be able to enter into such relationships.  We also may be required to undertake new types of risks or obligations that we may be unable to manage.  There can be no assurance that consumers will purchase
our products or that retail outlets will stock our products.  Though we plan to continue to expend resources on promoting, marketing and advertising to increase product awareness, we cannot guarantee that any expenses we incur in such efforts will generate the desired product awareness or commensurate increase in sales of our products.  If we are unable to expand into new market segments, we may be unable to grow and expand our business or implement our business strategy as described in this
report.  This could materially impair our ability to increase sales and revenue and materially and adversely affect our margins, which could harm our business and cause our stock price to decline.




29




We may be unable to compete successfully against existing and future competitors, which could decrease our revenue and margins and harm our business.





The performance task specific glove and apparel industries are highly competitive. There are several other companies that provide similar products, many of which are larger and have greater financial resources than us.  Our future growth and financial success depend on our ability to further penetrate and expand
our existing distribution channels and to increase the size of our average annual net sales per account in these channels, as well as our ability to penetrate and expand other distribution channels. For example, we encounter competition in our existing glove and workwear distribution channels from a number of competitors. Unknown or unforeseen new entrants into our distribution channels, particularly low-cost overseas producers, will further increase the level of competition in these channels. There can be no
assurance that we will be able to maintain our growth rate or increase our market share in our distribution channels at the expense of existing competitors and other apparel manufacturers choosing to enter the market segments in which we compete. In addition, there can be no assurance that we will be able to enter and achieve significant growth in other distribution channels.





Failure to expand into new distribution channels and new international markets could materially and adversely impact our growth plan and profitability.





Our sales growth depends in part on our ability to expand from the hardware and lumber retail channels and industrial distributors that we have focused on for the past nine years into new distribution channels, particularly “Big Box” home centers and work wear and sporting goods retailers. Failure to expand
into these mass-market channels could severely limit our growth.





Our business plan also depends in part on our ability to expand into international markets. We have begun the distribution of our products in Japan, Australia, Canada and Europe and we are in the process of establishing additional distribution in Europe and other international markets. Failure to expand international sales
through these and other markets could limit our growth capability and leave us vulnerable solely to United States market conditions.





Our dependence on independent manufacturers reduces our ability to control the manufacturing process, which could harm our sales, reputation and overall profitability.





We depend on independent contract manufacturers to maintain sufficient manufacturing and shipping capacity in an environment characterized by declining prices, labor shortages, continuing cost pressure and increased demands for product innovation and speed-to-market. This dependence could subject us to difficulty in obtaining
timely delivery of products of acceptable quality. In addition, a contractor's failure to ship products to us in a timely manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers. The failure to make timely deliveries may cause our customers to cancel orders, refuse to accept deliveries, impose non-compliance charges through invoice deductions or other charge-backs, demand reduced prices or reduce future orders, any of which could harm our sales,
reputation and overall profitability.





We do not have long-term contracts with any of our independent contractors and any of these contractors may unilaterally terminate their relationship with us at any time. While management believes that there exists an adequate supply of contractors to provide products and services to us, to the extent we are not able to
secure or maintain relationships with independent contractors that are able to fulfill our requirements, our business would be harmed.





We have initiated standards for our suppliers, and monitor our independent contractors' compliance with applicable labor laws, but we do not control our contractors or their labor practices. The violation of federal, state or foreign labor laws by one of our contractors could result in us being subject to fines and our
goods that are manufactured in violation of such laws being seized or their sale in interstate commerce being prohibited. To date, we have not been subject to any sanctions that, individually or in the aggregate, have had a material adverse effect on our business, and we are not aware of any facts on which any such sanctions could be based. There can be no assurance, however, that in the future we will not be subject to sanctions as a result of violations of applicable labor laws by our contractors, or that such
sanctions will not have a material adverse effect on our business and results of operations.





30




Our dependence on a single provider for all warehouse and fulfillment functions reduces our ability to control the warehousing and fulfillment processes, which could harm our sales, reputation, and overall business.





We have entered into an agreement to outsource most of our warehouse and fulfillment functions to a single provider where we will consolidate most of our inventory at one site, which is managed by an independent contractor who will then perform most of our warehousing, assembly,
packaging and fulfillment services.  We depend on our independent contractor fulfiller to properly fulfill customer orders in a timely manner and to properly protect our inventories.  The contractor’s failure to ship products to customers in a timely manner, to meet the required quality standards, to correctly fulfill orders, to maintain appropriate levels of inventory, or to provide adequate security measures and protections against excess shrinkage could cause us to
miss delivery date requirements of our customers or incur increased expense to replace or replenish lost or damaged inventory or inventory shortfall.  The failure to make timely and proper deliveries may cause our customers to cancel orders, refuse to accept deliveries, impose non-compliance charges through invoice deductions or other charge-backs, demand reduced prices or reduce future orders, any of which could harm our sales, reputation and overall profitability.




Trade matters may disrupt our supply chain, which could result in increased expenses and decreased sales.





We cannot predict whether any of the countries in which our merchandise currently is manufactured or may be manufactured in the future will be subject to additional trade restrictions imposed by the U.S. and other foreign governments, including the likelihood, type or effect of any such restrictions. Trade restrictions,
including increased tariffs or quotas, embargoes, safeguards and customs restrictions, against apparel items, as well as U.S. or foreign labor strikes, work stoppages or boycotts, could increase the cost or reduce the supply of apparel available to us and adversely affect our business, financial condition and results of operations. Although the quota system established by the Agreement on Textiles and Clothing was completely phased out for World Trade Organization countries effective January 1, 2005, there can
be no assurances that restrictions will not be reestablished for certain categories in specific countries. We are unable to determine the impact of the changes to the quota system on our sourcing operations, particularly in China. Our sourcing operations may be adversely affected by trade limits or political and financial instability resulting in the disruption of trade from exporting countries, significant fluctuation in the value of the U.S. dollar against foreign currencies, restrictions on the transfer of
funds and/or other trade disruptions.





Our international operations and the operations of our manufacturers and suppliers in China are subject to additional risks that are beyond our control and that could harm our business.





Our glove products are manufactured by 3 manufacturers operating in China, Hong Kong and Indonesia. Our performance apparel products are currently manufactured in Taiwan, Vietnam, Mexico and the Dominican Republic.  We may in the future use offshore manufacturers for all or some of these products.  In
addition, approximately 9% of our fiscal 2008 net revenues were generated through international sales and we plan to increase our sales to international markets in the future.  As a result of our international manufacturing and sales, we are subject to additional risks associated with doing business abroad, including:




·
political unrest, terrorism and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;




·
difficulties in managing foreign operations, including difficulties associated with inventory management and collection on foreign accounts receivable;




·
dependence on foreign distributors and distribution networks;






31




·
currency exchange fluctuations and the ability of our Chinese manufacturers to change the prices they charge us based on fluctuations in the value of the U.S. dollar relative to that of the Chinese Yuan;




·
the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards as well as restrictions on the transfer of funds;




·
disruptions or delays in shipments;




·
changes in local economic and non-economic conditions and standards in which our manufacturers, suppliers or customers are located; and




·
reduced protection for intellectual property rights in jurisdictions outside the United States.




These and other factors beyond our control could interrupt our manufacturers’ production in offshore facilities, influence the ability of our manufacturers to export our products cost-effectively or at all, inhibit our and our unaffiliated manufacturer’s ability
to produce certain materials and influence our ability to sell our products in international markets, any of which could have an adverse effect on our business, financial conditions and operations.




We may be unable to adequately protect our intellectual property rights.





We rely in part on patent, trade secret, trade dress and trademark law to protect our rights to certain aspects of our products, including product designs, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks, all of which we believe are important to the success of
our products and our competitive position. There can be no assurance that any of our pending patent or trademark applications will result in the issuance of a registered patent or trademark, or that any patent or trademark granted will be effective in thwarting competition or be held valid if subsequently challenged. In addition, there can be no assurance that the actions taken by us to protect our proprietary rights will be adequate to prevent imitation of our products, that our proprietary information will
not become known to competitors, that we can meaningfully protect our rights to unpatented proprietary information or that others will not independently develop substantially equivalent or better products that do not infringe on our intellectual property rights. We could be required to devote substantial resources to enforce our patent and protect our intellectual property, which could divert our resources and result in increased expenses. In addition, an adverse determination in litigation could subject us to
the loss of our rights to a particular patent or other intellectual property, could require us to grant licenses to third parties, could prevent us from manufacturing, selling or using certain aspects of our products or could subject us to substantial liability, any of which could harm our business.





We may become subject to litigation for infringing the intellectual property rights of others.





Others may initiate claims against us for infringing on their intellectual property rights. We may be subject to costly litigation relating to such infringement claims and we may be required to pay compensatory and punitive damages or license fees if we settle or are found culpable in such litigation, we may be required
to pay damages, including punitive damages. In addition, we may be precluded from offering products that rely on intellectual property that is found to have been infringed by us. We also may be required to cease offering the affected products while a determination as to infringement is considered. These developments could cause a decrease in our operating income and reduce our available cash flow, which could harm our business and cause our stock price to decline.





We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.





Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. If we fail to attract, train and retain sufficient numbers of these qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected.
In particular, we are heavily dependent on the continued services of Eduard Jaeger and the other members of our senior management team. We do not have long-term employment agreements with any of the members of our senior management team, each of whom may voluntarily terminate his employment with us at any time. Following any termination of employment, these employees would not be subject to any non-competition covenants. The loss of any key employee, including members of our senior management team, and our inability
to attract highly skilled personnel with sufficient experience in our industries could harm our business.





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Our senior management’s limited recent experience managing a publicly traded company may divert management’s attention from operations and harm our business.





Our management team has relatively limited recent experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding
to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.





Adverse conditions in the economy and disruption of financial markets could negatively impact us and our customers and therefore our results of operations.





A further economic downturn in the businesses or geographic areas in which we sell our products could reduce demand for these products and result in a decrease in sales volume that could have a negative impact on our results of operations. Volatility and disruption of financial markets could limit our ability, as well as
our customers’ ability, to obtain adequate financing or credit to purchase and pay for our products in a timely manner, or to maintain operations, and result in a decrease in sales volume that could have a negative impact on our results of operations.





If we are unable to adequately fund our operations, we may be forced to voluntarily file for deregistration of our common stock with the U.S. Securities and Exchange Commission.





Compliance with the periodic reporting requirements required by the U.S. Securities and Exchange Commission (or SEC) consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us.  If we are unable to continue to devote adequate funding and the resources
needed to maintain such compliance, while continuing our operations, we may be forced to deregister with the SEC.  If we file for deregistration, our common stock will no longer be listed on NASDAQ’s OTC Bulletin Board (or OTCBB), and it may suffer a decrease in or absence of liquidity as after the deregistration process is complete, our common stock will only be tradable on the “Pink Sheets.”  As a result of such deregistration, non-affiliates will no longer have access
to information regarding our results of operations.  Without the availability of such information, our lenders may be forced to increase their monitoring of our operations which may result in higher costs to us when borrowing money which could have a negative impact and harm our business.




RISKS RELATING TO OUR INDUSTRY





If we are unable to respond to the adoption of technological innovation in our industry and changes in consumer demand, our products will cease to be competitive, which could result in a decrease in revenue and harm our business.




Our future success will depend, in part, on our ability to keep up with changes in consumer tastes and our continued ability to differentiate our products through implementation of new technologies, such as new materials and fabrics.  We may not, however, be able to successfully do so, and our competitors may
be able to produce designs that are more appealing, implement new technologies or innovations in their design, or manufacture their products at a much lower cost.  These types of developments could render our products less competitive and possibly eliminate any differentiating advantage in design and materials that we might hold at the present time.




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We are susceptible to general economic conditions, and a downturn in our industries or a reduction in spending by consumers could adversely affect our operating results.




The apparel industry in general has historically been characterized by a high degree of volatility and subject to substantial cyclical variations.  Our operating results will be subject to fluctuations based on general economic conditions, in particular conditions that impact consumer spending and construction
and industrial activity.  A downturn in the construction, industrial or housing sectors could be expected to directly and negatively impact sales of protective gear to workers in these sectors, which could cause a decrease in revenue and harm our sales.




Difficult economic conditions could also increase the risk of extending credit to our retailers.  In the event we enter into a factoring relationship, a customer’s financial problems would limit the amount of customer receivables that we could assign to such factor on the receivables, and could cause us
to assume more credit risk relating to those assigned receivables or to curtail business with that customer.




Changes in international treaties or governmental regulatory schemes could adversely impact our business.




Any negative changes to international treaties and regulations such as the North American Free Trade Agreement (or NAFTA) and to the effects of international trade agreements and embargoes imposed by such entities such as the World Trade Organization which could result in a rise in trade quotas, duties, taxes and similar
impositions or which could limit the countries from whom we can purchase our fabric or other component materials, or which could limit the countries where we might market and sell our products, could have an adverse effect on our business.




Any changes in regulation by the Federal Trade Commission (or FTC) with respect to labeling and advertising of our products could have an adverse affect on our business.  The FTC requires apparel companies to provide a label clearly stating the country of origin of manufacture and the company’s apparel registration
number and a second label stating washing instructions for the product.  A change in these requirements could add additional cost to the production of our products, though we do not believe that this additional cost would be material, especially in relation to the cost of producing our products.




RISKS RELATING TO OUR COMMON STOCK





There is a limited trading market for our common stock and a market for our stock may not be sustained, which will adversely affect the liquidity of our common stock and could cause our market price to decline.




Although prices for our shares of common stock are quoted on the OTCBB (under the symbol ICPW.OB), there is a limited public trading market for our common stock, and no assurance can be given that a public trading market will be sustained.




Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders.  The absence of an active trading market reduces the liquidity of our common stock.  As a result of the lack of trading activity, the quoted price for our common stock on the OTC Bulletin
Board is not necessarily a reliable indicator of its fair market value.  Further, if we cease to be quoted, holders of our common stock would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, and the market value of our common stock would likely decline.




The market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the offering price.




The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including announcements of new products or services by our competitors.  In addition, the market price of our common stock could be subject
to wide fluctuations in response to a variety of factors, including:




·
quarterly variations in our revenues and operating expenses;




·
developments in the financial markets, apparel industry and the worldwide or regional economies;






34




·
announcements of innovations or new products or services by us or our competitors;




·
announcements by the government that affect international trade treaties;




·
fluctuations in interest rates and/or the asset backed securities market;




·
significant sales of our common stock or other securities in the open market;




·
variations in interest rates; and




·
changes in accounting principles.




In the past, stockholders have often instituted securities class action litigation after periods of volatility in the market price of a company’s securities.  If a stockholder were to file any such class action suit against us, we would incur substantial legal fees and our management’s attention and
resources would be diverted from operating our business to respond to the litigation, which could harm our business.




Substantial future sales of our common stock in the public market could cause our stock price to fall.




We completed private placements on May 9, 2006, September 21, 2007, April 22, 2008 and February 5, 2009 relating to the sale of  9,761,593, 5,250,000, 7,075,000 and 30,147,698 shares of our common stock, respectively.  The sale of these shares could further depress the market price of our common stock.  Sales
of a significant number of shares of our common stock in the open market could cause additional harm to the market price of our common stock.  Further reduction in the market price for our shares could make it more difficult to raise funds through future equity offerings.




Moreover, as additional shares of our common stock become available for resale in the open market (including shares issued upon the exercise of our outstanding warrants), the supply of our publicly traded shares will increase, which could decrease its price.




Some of our shares may also be offered from time-to-time in the open market pursuant to Rule 144, and these sales may have a depressive effect on the market for our shares.  In general, a non-affiliate who has held restricted shares for a period of six months may sell an unrestricted number of shares of our common
stock into the market.  The resale of these shares under Rule 144 may cause our stock price to decline.




The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.




Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock.  In addition, our business strategy may include expansion through internal growth, by acquiring complementary
businesses, by acquiring or licensing additional brands, or by establishing strategic relationships with targeted customers and suppliers.  In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership.  We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings
and results of operations.




The trading of our common stock on the OTCBB and the potential designation of our common stock as a “penny stock” could impact the trading market for our common stock.




Our securities, as traded on the OTCBB, may be subject to SEC rules that impose special sales practice requirements on broker-dealers who sell these securities to persons other than established customers or accredited investors.  For the purposes of the rule, the phrase “accredited investors” means,
in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction before the sale.  Consequently, the rule may affect the
ability of broker-dealers to sell our securities and also may affect the ability of purchasers to sell their securities in any market that might develop therefor.






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In addition, the SEC has adopted a number of rules to regulate “penny stock” that restrict transactions involving these securities.  Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended.  These rules
may have the effect of reducing the liquidity of penny stocks.  “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market if current price and volume information with respect to transactions in such securities is provided by the exchange or system).  Because our securities may constitute “penny stock” within the meaning of the
rules, the rules would apply to us and to our securities.




Shareholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:  (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired
level, resulting in investor losses.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.




We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited to potential future appreciation on the value of our common stock.




We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.  Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including
without limitation, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time.  To the extent we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent our stock price appreciates, which may never occur.  In addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment, and
if the price of our stock does not appreciate, then there will be no return on investment.  Investors seeking cash dividends should not purchase our common stock.




Our officers, directors and principal stockholders can exert significant influence over us and may make decisions that are not in the best interests of all stockholders.




Our officers, directors and principal stockholders (greater than 5% stockholders) collectively control approximately 44% of our outstanding common stock.  As a result, these stockholders will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including
the election and removal of directors and any change in control.  In particular, this concentration of ownership of our common stock could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us.  This, in turn, could have a negative effect on the market price of our common stock.  It could also prevent our stockholders from realizing a premium over the market prices for
their shares of common stock.  Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.




Anti-takeoverprovisions may limit the ability of another party to acquire us, which could cause our stock price to decline.




Our Articles of Incorporation, as amended, our by-laws and Nevada law contain provisions that could discourage, delay or prevent a third party from acquiring us, even if doing so may be beneficial to our stockholders.  In addition, these provisions could limit the price investors would be willing to pay in the
future for shares of our common stock.




36








ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not applicable.




ITEM 4.CONTROLS AND PROCEDURES





Controls and Procedures





As of June 30, 2009, the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Principal Accounting Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange
Act of 1934 Act, as amended. Based on this evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures are effective.  In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).





Our disclosure controls and procedures, and internal controls over financial reporting, provide reasonable, but not absolute, assurance that all deficiencies in design and or operation of those control systems, or all instances of errors or fraud, will be prevented or detected.  Those control systems are designed
to provide reasonable assurance of achieving the goals of those systems in light of our resources and nature of our business operations.  Our disclosure controls and procedures, and internal control over financial reporting, remain subject to risks of human error and the risk that controls can be circumvented for wrongful purposes by one or more individuals in management or non-management positions.





Internal Control Over Financial Reporting





During the last fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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 temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.





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PART II:  OTHER INFORMATION





ITEM 1.  LEGAL PROCEEDINGS





On February 13, 2009, Ansell Protective Products, Inc. filed a suit against us in the United States District Court in the District of New Jersey, alleging infringement of a trademark last used by us over three years ago.  Since we no longer use the subject trademark,
on June 5, 2009 we entered into a settlement with Ansell Protective Products, Inc. pursuant to which we paid Ansell Protective Products, Inc. the amount of $6,000 to fully settle all claims.




ITEM 4:  UNREGISTERED SALES OF EQUITY SECURITIES





On June 16, 2009, we held our 2009 annual meeting of stockholders. At the annual meeting, there were 72,951,196 shares entitled to vote, and 48,319,637 shares (66.2%) were represented at the meeting in person or by proxy. Immediately following the meeting, our board of directors was comprised of Scott Jarus, R.D. Peter
Bloomer, Eduard Jaeger, Vane P. Clayton, Scott Alderton and Kenneth Frank. The following summarizes vote results for those matters submitted to our stockholders for action at the Annual Meeting:





1.  Proposal to elect Scott Jarus, R.D. Peter Bloomer, Eduard Jaeger, Vane P. Clayton, Scott Alderton and Kenneth Frank as directors to hold office until the 2009 annual meeting or until their successors are elected and qualified.





Director
For
Against
AbstainScott Jarus
47,255,738
--
1,063,899R.D. Peter Bloomer
47,255,738
--
1,063,899Eduard Jaeger
47,255,738
--
1,063,899Vane P. Clayton
45,859,701
1,396,037
1,063,899Scott Alderton
47,255,738
--
1,063,899Kenneth Frank
47,255,738
--
1,063,899








2. Proposal to ratify the appointment of Rotenberg & Co., LLP as the Company’s independent accountants for the year ending December 31, 2009.





For
Against
Abstain44,291,554
17,459
4,010,626





3.  Proposal to approve an approve an amendment to Ironclad Performance Wear Corporation’s 2006 Stock Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 4,250,000 to 11,000,000 shares.





For
Against
Abstain33,865,148
5,599,712
--





4.  Proposal to approve an amendment to Ironclad Performance Wear Corporation’s 2006 Stock Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to stock options, restricted stock awards and common stock purchased thereunder from 1,000,000 to 3,000,000 shares.





For
Against
Abstain33,865,148
5,599,712
--






38


ITEM 6.EXHIBITS





Exhibit Index





Exhibit Number

Exhibit Title10.1

Amendment No. 1 to Ironclad Performance Wear Corporation’s 2006 Stock Incentive Plan(1)10.2

Ironclad Performance Wear Corporation 2009 Profit Sharing Plan(2)31.1

Certification by Principal Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.31.2

Certification by Principal Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)  Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, as filed on May 11, 2009.


(2)  Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, as filed on May 8, 2009.








39


SIGNATURES





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





IRONCLAD PERFORMANCE WEAR CORPORATIONDate: August 13, 2009
By:
/s/ Thomas KreigThomas Kreig,Principal Accounting Officer






















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