Attached files
Iron Eagle Group
(A Development Stage Company)
Financial Statements
TABLE OF CONTENTS
PAGE(S)
Basic Financial Statements
Report of Independent Registered Public Accounting Firm 2
Balance Sheet as of December 31, 2009 3
Statements of Operations for the Period November 9, 2009
(Inception) Through December 31, 2009 and Cumulative
Since Inception 4
Statement of Changes in Stockholders' Equity
For the Period November 9, 2009 (Inception) Through
December 31, 2009 5
Statements of Cash Flows for the Period November 9, 2009
(Inception) Through December 31, 2009 and Cumulative
Since Inception 6
Notes to the Financial Statements 7-11
2
[Letterhead of The Hall Group]
To the Board of Directors and Management of
Iron Eagle Group
New York, New York
We have audited the accompanying balance sheet of Iron Eagle Group (a
development stage enterprise) as of December 31, 2009 and the related
statements of operations, cash flows and stockholders' equity for the
period from November 9, 2009 (Inception) through December 31, 2009.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit of these financial statements in accordance with
the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
We were not engaged to examine management's assertion about the
effectiveness of Iron Eagle Group's internal control over financial
reporting as of December 31, 2009 and, accordingly, we do not express
an opinion thereon.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Iron Eagle
Group as of December 31, 2009 and the results of its operations and
cash flows for the period from November 9, 2009 (Inception) through
December 31, 2009 in conformity with accounting principles generally
accepted in the United States of America.
/s/The Hall Group, CPAs
-----------------------
The Hall Group, CPAs
Dallas, Texas
February 17, 2010
3
Iron Eagle Group
(A Development State Enterprise)
Balance Sheet
December 31, 2009
Assets
Current Assets
None $ -
---------
Total Current Assets -
Other Assets
Notes Receivable 10,000
---------
Total Other Assets 10,000
Available for Sale - Marketable Securities -
---------
TOTAL ASSETS $ 10,000
=========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable - Related Parties $ 215,000
Accounts Payable 10,971
Note Payable - Related Party 15,000
Accrued Compensation 40,000
---------
Total Current Liabilities 280,971
Stockholders' Equity
Common Stock (10,000,000 shares authorized, $.001
par value, 1,000 shares issued and outstanding 1
Retained Earnings (Deficit) (270,972)
----------
Total Stockholders' Equity (Deficit) (270,971)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,000
==========
The accompanying notes are an integral part
of these financial statements.
4
Iron Eagle Group
(A Development State Enterprise)
Statements of Operations
For the Period November 9, 2009 (Inception)
Through December 31, 2009 and Cumulative Since Inception
November 9, 2009 Cumulative
Through Since Inception
December 31, 2009 (November 9, 2009)
----------------- ----------------
Revenues $ - $ -
Operating Expenses
Compensation Expenses 40,000 40,000
Professional Fees 15,972 15,972
Professional Fees to Related
Parties 215,000 215,000
---------- ----------
Total Operating Expenses 270,972 270,972
---------- ----------
Net Operating Income (Loss) (270,972) (270,972)
Other Income(Expense) - -
---------- ----------
Net Income (Loss) Before Income
Taxes (270,792) (270,792)
Provision for Income Taxes
(Expense) Benefit - -
---------- ----------
Net Income (Loss) $ (270,972) $ (270,972)
========== ==========
Earnings per Share,
basic and diluted $ (271)
==========
Weighted Average Shares Outstanding 1,000
==========
The accompanying notes are an integral part
of these financial statements.
5
Iron Eagle Group
(A Development State Enterprise)
Statement of Changes in Stockholders' Equity
For the Period November 9, 2009 (Inception)
Through December 31, 2009 and Cumulative Since Inception
Additional Retained
Common Stock Paid-In Earnings
Shares Amount Capital (Deficit) Totals
------ ------ ---------- -------- ------
Balance at November 9, 2009 - $ - $ - $ - $ -
Capital Contribution on
November 9, 2009 1,000 1 - - 1
Net Income(Loss) - - - (270,792) (270,792)
----- ------ ------- --------- ---------
Balance at December 31, 2009 1,000 $ 1 $ - $(270,792) $(270,792)
===== ====== ======= ========= =========
The accompanying notes are an integral part
of these financial statements.
6
Iron Eagle Group
(A Development State Enterprise)
Statements of Cash Flows
For the Period November 9, 2009 (Inception)
Through December 31, 2009 and Cumulative Since Inception
November 9, 2009 Cumulative
Through Since Inception
December 31, 2009 (November 9, 2009)
----------------- ----------------
Cash Flows From Operating Activities
Net (Los)) $(270,792) $(270,792)
Adjustments to reconcile net income
to net cash provided by operating
activities:
(Increase) in Note Receivable (10,000) (10,000)
Increase in Accounts Payable
- Related Party 215,000 215,000
Increase in Accounts Payable 10,971 10,791
Increase in Note Payable
- Related Party 15,000 15,000
Increase in Accrued Compensation 40,000 40,000
--------- ---------
Net Cash (Used) by Operating
Activities (1) (1)
Cash Flows from Investing Activities
None - -
--------- ---------
Net Cash Provided (Used) by
Investing Activities - -
--------- ---------
Cash Flows from Financing Activities
Contributed Capital 1 1
--------- ---------
1 1
--------- ---------
Net Increase (Decrease) in Cash and
Cash Equivalents - -
Cash and Cash Equivalents at
Beginning Of Period - -
--------- ---------
Cash and Cash Equivalents at End
of Period $ - $ -
========= =========
The accompanying notes are an integral part
of these financial statements.
7
Iron Eagle Group
(A Development State Enterprise)
Notes to the Financial Statements
December 31, 2009
Note 1 - Nature of Activities and Significant Accounting Policies
Nature of Activities, History and Organization:
Iron Eagle Group ("the Company")("IEG"), a Nevada "C" corporation, was
formed on November 9, 2009. The Company was created to provide
construction and contracting services. IEG believes that through
utilizing the public capital markets, it will have access to capital to
support increased needs for construction surety bonds. In addition,
the Company's management team believes it can achieve significant
growth levels through highly focused targeting of Federal, State and
Municipal construction projects.
The Company is a new enterprise in the development stage and presents
its financial statements in accordance with Accounting Standards
Codification ("ASC") 915 "Development Stage Entities" (formerly
Statement of Financial Accounting Standard ("SFAS") No. 7, "Accounting
and Reporting by Development Stage Enterprises"), and has not engaged
in any business other than organizational efforts. The Company has one
full-time employee, its Chief Executive Officer, who also functions as
the Chief Financial Officer. The Company owns no real property or
fixed assets.
As discussed in Note 9, on January 8, 2010, the Company entered into a
Share Exchange Agreement with Pinnacle Resources, Inc. for all of the
outstanding capital stock of the Company.
Significant Accounting Policies:
The Company's management selects accounting principles generally
accepted in the United States of America and adopts methods for their
application. The application of accounting principles requires the
estimating, matching and timing of revenue and expense. The accounting
policies used conform to generally accepted accounting principles which
have been consistently applied in the preparation of these financial
statements.
The financial statements and notes are representations of the Company's
management which is responsible for their integrity and objectivity.
Management further acknowledges that is solely responsible for adopting
sound accounting practices, establishing and maintaining a system of
internal accounting control and preventing and detecting fraud. The
Company's system of internal accounting control is designed to assure,
among other items, that 1) recorded transactions are valid; 2) valid
transactions are recorded; and 3) transactions are recorded in the
proper period in a timely manner to produce financial statements which
present fairly the financial condition, results of operations and cash
flows of the Company for the respective periods being presented.
8
Iron Eagle Group
(A Development State Enterprise)
Notes to the Financial Statements
December 31, 2009
Note 1 - Nature of Activities and Significant Accounting Policies
(continued)
FASB Accounting Standards Codification:
In June 2009, the Financial Accounting Standards Board ("FASB") issue
new guidance concerning the organization of authoritative guidance
under U.S. Generally accepted Accounting Principles ("GAAP"). This new
guidance created the FASB Accounting Standards Codification
("ASC")("the Codification"). The Codification has become the source
authoritative U.S. GAAP recognized by the FASB to be applied by
nongovernmental entities. The Codification became effective for the
Company as of September 15, 2009, the required date of adoption. As
the Codification is not intended to change or alter existing U.S. GAAP,
it did not have any impact on the Company's financial statements.
Basis of Presentation
The Company prepares its financial statements on the accrual basis of
accounting.
Fair Value of Financial Instruments:
In accordance with the reporting requirements of ASC 820, "Fair Value
Measurements" (formerly Statement of Financial Accounting Standards
("SFAS") No. 157, "Disclosures About Fair Value of Financial
Instruments"), the Company calculates the fir value of its assets and
liabilities which qualify as financial instruments under this statement
and includes this additional information in the notes to the financial
statements when the fair value is different than the carrying value of
those financial instruments.
Revenue Recognition:
The Company recognizes revenue from the sale of products in accordance
with ASC 605-15 "Revenue Recognition" (formerly Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue Recognition in
Financial Statements" ("SAB 104")).
Revenue will be recognized only when all of the following criteria have
been met:
- Persuasive evidence of an arrangement exists;
- Ownership and all risks of loss have been transferred to buyer,
which is generally upon shipment;
- The price is fixed and determinable; and
- Collectability is reasonably assured.
9
Iron Eagle Group
(A Development State Enterprise)
Notes to the Financial Statements
December 31, 2009
Note 1 - Nature of Activities and Significant Accounting Policies
(continued)
Income Taxes:
The Company has adopted ASC 740-10 "Income Taxes" (formerly SFAS No.
109), which requires the use of the liability method in computation of
income tax expense and the current and deferred income tax payable
(deferred tax liability ) or benefit (deferred tax asset). Valuation
allowances will be established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Earnings per Share:
Earnings per share (basic) is calculated by dividing the net income
(loss) by the weighted average umber of common shares outstanding for
th period covered. As the Company has no potentially dilutive
securities, fully diluted earnings per share is equal to earnings per
share (basic).
Comprehensive Income (Loss):
ASC 220 "Comprehensive Income" (formerly SFAS No. 130, "Reporting
Comprehensive Income") (SFAS No. 130)), establishes standards for
reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements. For the period ended
December 31, 2090, the Company had no items of other comprehensive
income. Therefore, net loss equals comprehensive loss for the period
ended December 31 2009.
Recent Accounting Pronouncements;
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow. See Note 8 for a
discussion of new accounting pronouncements.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Note 2 - Note Receivable.
The Company has a $%10,000 note receivable from Pinnacle Resources,
Inc., the entity that acquired the Company on January 8, 2010.
10
Iron Eagle Group
(A Development State Enterprise)
Notes to the Financial Statements
December 31, 2009
Note 3 - Fixed Assets
The Company ahs no fixed assets as of December 31, 2009.
Note 4 - Available for Sale - marketable Securities
The Company owns 200,000 shares of The Saint James Company, which is
currently traded on the Over the Counter - Bulletin Board exchange
under stock ticker STJC.OB. The fair value of the shares held, based
upon level 3 fair value inputs was $0, as of December 31, 2009. The
shares are restricted as to their transferability.
Note 5 - Due to Related Parties
The Company entered into an agreement on November 145, 2009 with Belle
Haven Partners, LLC ("Belle Haven") to assist IEG with business
development planning, raising additional capital, and accessing the
public markets. Belle Haven is also managed by IEG's management and
has common ownership. The founding Shareholders of the Company agreed
to pay Bell Haven $20,000 per month starting September 1, 2009, as well
as to reimburse them for all out-of-pocket expenses. This agreement
was assumed by the Company. As of December 31, 2009, the Company had
accrued $213,000 in payments to Belle Haven.
On December 31, 2009, the Company entered in two note agreements with
the Company's Chief Executive Officer, for a total of $15,000. These
notes are due on June 30,l 2010 and bear a 10% interest rate. The
Company also owes the Chief Executive Officer $2,000 for out-of-pocket
expenses.
Note 6 - Accrued Compensation
As discussed in Note 9, the Company has entered into an employment
agreement with the Company's Chief Executive Officer. As of December
31, 2009, $40,000 has been accrued pursuant to this agreement. No cash
compensation has been paid.
Note 7 - Equity
In December 2009, the Company issued 1,000 shares pursuant tot eh
"Founder's Agreement" dated December 1, 2009. Three of the founders
contributed intellectual capital in exchange for 81.639% of the shares.
As no specific intangible assets were identified, the sales were valued
at par value. 18.36% of the shares were issued in exchange for 200,000
shares of The Saint James Company. The fair value of the shares
obtained, based upon level 3 fair value inputs was $0. The shares are
restricted as to their transferability.
11
Iron Eagle Group
(A Development State Enterprise)
Notes to the Financial Statements
December 31, 2009
Note 8 - Income Taxes
The Company has adopted ASC 740-10 "Income Taxes" (formerly SFAS No.
109), which requires the use of the liability method in computation of
income tax expense and the current and deferred income tax payable
(deferred tax liability) or benefit (deferred tax asset). Valuation
allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized.
The cumulative tax effect at the expected tax rate of 25% of
significant items comprising the Company's net deferred tax amounts as
of December 31, 2009 are as follows:
Deferred Tax Asset Related to:
2009
----
Prior Year $ -
Tax Benefit for Current Year 67,743
--------
Total Deferred Tax Asset 67,743
Less: Valuation Allowance (67,743)
--------
Net Deferred Tax Asset $ -
========
The net deferred tax asset generated by the loss carry-forward has been
fully reserved. The cumulative net operating loss carry-forward is
approximately $270,792 at December 31, 2009, and will expire in the
year 2029.
The realization of deferred tax benefits is contingent upon future
earnings and is fully reserved at December 31, 2009.
