Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2010
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22965
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 84-1414869
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
448 West 37th Street, Suite 9G
New York, NY 10018
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (888) 481-4445
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.00001 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [ ] No [x]
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 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [x] No [ ]
2
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 definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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]
The aggregate market value of voting stock held by non-affiliates on
September 30, 2010 was approximately $3,100,622.
Number of shares outstanding of the Registrant's Common Stock at
September 30, 2010: 11,543,134 shares Of Common Stock, par value $.00001
per share
No documents are incorporated into the text by reference.
3
Iron Eagle Group, Inc.
Form 10-K
For the Fiscal Year Ended June 30, 2010
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 9
ITEM 6. SELECTED FINANCIAL DATA 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 45
ITEM 9A. CONTROLS AND PROCEDURES 45
ITEM 9B. OTHER INFORMATION 45
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 46
ITEM 11. EXECUTIVE COMPENSATION 49
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 49
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 51
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 51
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 53
4
PART I
ITEM 1 BUSINESS
General
-------
Iron Eagle Group, Inc., formerly Pinnacle Resources, Inc., was
incorporated under the laws of Wyoming in January 1995. In March 2010,
we re-domiciled in Delaware and changed our name to Iron Eagle Group,
Inc.
Operations
----------
We principally provide construction services. Part of our strategy
includes identifying and acquiring construction services companies, and
engaging in raising the necessary debt or equity financing to complete
the acquisitions. All mining and exploration operations were
discontinued, and we have no foreign operations.
Sale of Subsidiary
------------------
We owned 66.7% of Vanadium and Magnetite Exploration and Development,
Ltd., a South African Corporation. In December 2006, we entered into a
share sale agreement with an Australian mining house to sell our 67.7%
interest in VanMag. We received $3.4 million in 2007, $845,200 in 2008
and expected a final installment payment of $3.75 million in February
2009. A variety of problems arose which threatened and jeopardized the
mining license and as a result, and in lieu of litigation, we elected to
accept a final cash payment of $1 million and a production royalty of
fifty cents per ton capped at $3 million. We do not expect to receive
any royalty payments.
Discontinued Operations
-----------------------
In June 2008, we adopted a plan to discontinue the operations of our
subsidiary, Diamonaire, Ltd. This plan anticipated that the operations
would be sold or abandoned within a one-year period during which the
activities of Diamonaire were to continue. We were unable to sell
Diamonaire and the operation was abandoned in April 2009. Diamonaire's
loss, reported in discontinued operations, for the year ended June 30,
2009 was $171,707. The balance sheet was written off upon the
abandonment in April 2009.
Business Combinations
------------------
We entered into a share exchange agreement on January 8, 2010 with Iron
Eagle Group, a Nevada corporation. Pursuant to the agreement, we issued
an aggregate of 9,337,296 shares of our common stock to the Iron Eagle
shareholders in exchange for all of the issued and outstanding Iron
Eagle one-class common stock. The agreement provided for the Company's
shares to be held in escrow and their release subject to future
performance by Iron Eagle. As a result of the agreement, there has been
a change in the ownership control of the registrant as the Iron Eagle
shareholders own 92% of our outstanding common stock. On August 18,
2010, the performance criteria was satisfied and the registrant's board
5
voted to release the shares from escrow. Because the performance
criteria was not satisfied as of June 30, 2010, Iron Eagle Nevada is not
included in the registrant's June 30, 2010 results.
On August 24, 2010, we entered into an asset purchase agreement to
acquire for $3,385,000 certain assets of Farache Enterprises, Inc., a
site developer located in Southeast Florida. We are currently in the
process of raising the cash necessary to complete the acquisition. In
addition to lacking the cash necessary to complete the acquisition,
there are several factors that may prevent us from ultimately closing
this acquisition.
In addition to the Farache asset purchase agreement, we executed two
letters of intent. There are several factors that may prevent us from
ultimately executing an asset purchase agreement and closing on these
acquisitions.
Debt and Equity Financing
-------------------------
We have retained a middle market investment bank to raise $25 million
for acquisitions and working capital. There are many risks with the
proposed offering and there is no guarantee to the timing or that it
will be successful.
Employees
---------
As of September 30, 2010, the registrant had three employees.
Competition
---------
We believe that the construction services business is highly fragmented
and our competition includes national, regional and local companies
across the United States. Many of our competitors have greater
financial and personnel resources. In view of the registrant's
extremely limited resources, we expect to continue to be at a
significant competitive disadvantage compared to our competitors.
Federal, State, and Local Regulations
-------------------------------------
The registrant is subject to laws and regulations relating to the
protection of the environment and worker health and safety.
Cyclical Nature of Business Activities
-------------------------------------
Our business is vulnerable to the cyclical nature of the markets in
which our customers operate and is dependent upon the timing and funding
of new contracts.
Industry Outlook
----------------
The current economy has severely hampered our ability to obtain funds
to close on identified acquisitions. The construction market continues
to remain weak. We are uncertain what potential acquisitions will be
6
available to us in the near future, or whether, if they are available,
we will be able to obtain debt or equity financing necessary to take
advantage of these opportunities.
Available Information
---------------------
Our website is www.ironeaglegroup.com. Our periodic reports and all
amendments to those reports required to be filed or furnished pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
are available free of charge through our website. This Form 10-K is
being posted our website concurrently its filing with the Securities and
Exchange Commission. We will continue to post our periodic reports on
Form 10-Q and our current reports on Form 8-K and any amendments to
those documents to our website as soon as reasonably practicable after
those reports are filed with or furnished to the Securities and Exchange
Commission. Material contained on our website is not incorporated by
reference into this Report on Form 10-K.
ITEM 1A. RISK FACTORS
Not applicable for a small reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Our operations are conducted in leased properties. The following table
lists the facilities:
Lease
Approximate Monthly Expiration
Location Square Feet Rent Date
Corporate Headquarters
----------------------
448 West 37th Street, Suite 9G
New York, NY. 10018 1,500 $ - month-to-month
Other Facilities
----------------
9600 E. Arapahoe Road
Suite 260
Englewood, CO. 80112 5,000 $3,000 December, 2011
Our corporate headquarters are located inside a facility leased by Belle
Haven Partners, which is owned by Jake Shapiro, who is a significant
shareholder and a consultant to the registrant. Belle Haven Partners
does not charge the registrant a monthly lease expense.
In general, our facilities are sufficient to meet our present needs.
7
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
a) Market Information. The registrant's common stock is listed on the
OTCQB over-the-counter market under the symbol "IEAG.OTCQB". As of
September 30, 2010, there was a limited market for our common stock.
The following table sets forth the range of high and low bid quotations
for our common stock for each quarter. The range has been revised to
reflect the 40 for 1 reverse stock split. The quotations represent
inter-dealer prices without retail markup, markdown or commission, and
may not necessarily represent actual transactions.
Fiscal 2010
-----------
Quarter Ended: High Bid Low Bid
June 30, 2010 $9.60 $0.80
March 31, 2010 $3.20 $0.40
December 31, 2009 $1.60 $0.40
September 30, 2009 $1.60 $0.40
Fiscal 2009
-----------
Quarter Ended: High Bid Low Bid
June 30, 2009 $4.80 $2.00
March 31, 2009 $3.20 $1.20
December 31, 2008 $2.00 $0.80
September 30, 2008 $1.20 $0.40
b) At September 30, 2010, there were approximately 157 holders of
record of the registrant's common stock.
c) Holders of the registrant's common stock are entitled to receive
dividends. The payment and amount of future dividends is at the
discretion of our board of directors. No dividends have ever been
paid, and the registrant does not anticipate that dividends will be
paid on its common stock in the foreseeable future.
d) No securities are authorized for issuance by the registrant under
equity compensation plans.
e) Performance graph. Not applicable.
9
f) Sale of unregistered securities.
During the year ended June 30, 2010, the registrant issued common stock
as follows:
In August 2009, 25,000 common shares were issued to Robert A. Hildebrand
in a stock option exercise transaction. The exercise price of each
option was $0.80, on a post-split basis.
On January 8, 2010, 9,337,296 common shares were issued to the former
shareholders of Iron Eagle Group, Inc., a Nevada Corporation in
connection with a business combination. In exchange, the Iron Eagle
Nevada shareholders surrendered all of their issued and outstanding Iron
Eagle Nevada one-class common stock.
On February 23, the registrant entered into a services agreement with a
non-affiliated website development firm. In satisfaction for the
agreement, the registrant agreed to issue 5,000 shares of the
registrant's common stock at a share price of $1.20.
On May 1, the registrant entered into a services agreement with Gary
Smolen for investor relations services. In satisfaction for the
agreement, the registrant agreed to issue 200,000 shares of the
registrant's common stock at a share price of $1.20.
On May 4, the registrant entered into a director's agreement with Gary
Giulietti to become a member of the registrant's board. In connection
the agreement, the registrant issued 41,667 shares of the registrant's
common stock at a share price of $1.20.
On May 4, 2010, the registrant entered into a one year consulting
agreement with CCG Investor Relations. In satisfaction for the
agreement, the registrant issued 108,750 shares of the registrant's
common stock at a per share price of $1.20 and a five year warrant to
purchase up to 108,750 shares with an exercise price of $.033 per share.
The fair value of the warrant was $126,107. The consulting agreement is
currently on hold pending the condition of the registrant to utilize the
services offered.
On June 5, the registrant entered into a services agreement with Steve
Antebi for investor relations services. In satisfaction for the
agreement, the registrant agreed to issue 1,000,000 shares of the
registrant's common stock at a share price of $0.40.
All of these issuances were made pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuers and
affiliated purchasers. None.
10
ITEM 6. SELECTED FINANCIAL DATA
Not applicable for a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The financial and business analysis below provides information we
believe is relevant to an assessment and understanding of our financial
position, results of operations and cash flows. This financial and
business analysis should be read in conjunction with the financial
statements and related notes included in this form 10-K.
Results of Operations
Year ended June 30, 2010 compared to year ended June 30, 2009
Net loss for fiscal year 2010 totaled $1,394,393 compared to a net loss
of $2,806,390 in fiscal year 2009. This decrease in loss resulted from
a decrease in restructuring losses of $657,756 due to the VanMag sale
in 2007 and the Diamonaire abandonment in 2008.
Operating expenses for the year ended June 30, 2010 were $1,261,372
compared to $1,405,157 for the year ended June 30, 2009. Salaries
increased to $395,965 in 2010 from $322,000 in 2009 due to the hiring
of a chief executive officer, chief financial officer and an executive
vice president in the fourth quarter.
General and Administrative expenses in 2010 were $406,611 compared to
$156,648 in 2009. The increase was a result of an increase of $182,747
in investor relations activities, an increase of $14,104 for web
development of our new web site and an increase of $16,939 for travel
related expenses. We increased our investor relations activities to
support our strategy to raise debt or sell stock to fund operations and
acquire construction companies. Travel expenses increased due to
meetings held with various investment institutions and visits with
potential acquisition targets.
Bad debt expense of $254,819 in 2010 related to loans that we made
during 2010 to an affiliate who did not achieve certain financial
objectives, and therefore, we concluded that the recovery of these
amounts were doubtful.
Other income and (expense) of ($133,021) consisted primarily of $53,121
due to receiving interest income from an affiliate in connection with
the conversion of debt and interest due to the affiliate's common stock
and a ($179,900) loss on affiliated marketable securities.
11
Liquidity and Capital Resources
During fiscal years 2010 and 2009, we relied on cash reserves related
to the sale of VanMag in 2007. Our cash position decreased to $1,335
at June 30, 2010 from $326,126 at June 30, 2009, primarily due to the
use of cash to support our operations. We drew down our $50,000 line
of credit and there is no borrowing capacity remaining on the line.
The registrant has no cash on hand and operating expenses are
principally funded by Jason Shapiro, a board director, and a significant
shareholder. The Company relies on its ability to raise cash through
debt and the sale of stock to meet its cash flow requirements. The
ability to raise cash affects our ability to 1)pursue and close
acquisitions; 2)sustain operations; and, 3)meet current obligations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Iron Eagle Group, Inc.
Index to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
and the Period from April 1, 2010
(Commencement of the Current Development Stage) to June 30, 2010
Report of Independent Registered Public Accounting Firm 12
Financial Statements of Iron Eagle Group, Inc.:
Balance Sheets as of June 30, 2010 and 2009 13
Statements of Operations For Each of the Years Ended
June 30, 2010 and 2009 and the Period from April 1,
2010 (Commencement of the Current Development Stage)
to June 30, 2010 14
Statements of Stockholders' Equity For the Years Ended
June 30, 2010 and 2009 15
Statements of Cash Flows For Each of the Years Ended
June 30, 2010 and 2009 and the Period from April 1, 2010
(Commencement of the Current Development Stage) to June
30, 2010 16
Notes to Financial Statements 17
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
We have audited the accompanying balance sheets of Iron Eagle Group,
Inc. (a company in the development stage) as of June 30, 2010 and 2009,
and the related statements of operations, stockholders' equity and
comprehensive loss, and cash flows for each of the years in the two-year
period ended June 30, 2010 and the period from April 1, 2010
(commencement of the current development stage) to June 30, 2010. Iron
Eagle Group, Inc.'s management is responsible for these financial
statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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. The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Iron Eagle
Group, Inc. as of June 30, 2010 and 2009, and the results of its
operations and its cash flows for each of the years in the two-year
period ended June 30, 2010 and the period from April 1, 2010
(commencement of the current development stage) to June 30, 2010 in
conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note 9 to the financial statements, the Company has
incurred net losses from continuing operations for the year ended June
30, 2010 of $1,394,393 and has an accumulated deficit of $4,569,487 at
June 30, 2010. The Company has no cash available and operating expenses
are being funded by one of the Directors who is also a significant
shareholder. These factors raise substantial doubt about the entity's
ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
13
As discussed in Note 3, the Company completed a reverse merger
transaction that was effective August 18, 2010.
Kelly & Company
Costa Mesa, California
October 13, 2010
14
Iron Eagle Groups, Inc.
(formerly Pinnacle Resources, Inc.)
Balance Sheets
ASSETS
June 30, June 30,
2010 2009
---------- -----------
Current assets:
Cash $ 1,335 $ 326,136
Restricted cash - 250,000
Available for sale marketable securities
of affiliate 100 -
Sublease rent receivable, net of
a reserve of $4,500 and $0 1,000 2,500
Debt securities and notes receivable
to affiliates, net of collectibility
reserve of $0 and $675,000 - -
Interest receivable on affiliate
debt securities and notes
receivable, net of collectibility
reserve of $0 and $22,647 - -
Advance 5,000 -
Prepaid expenses 832,890 5,549
---------- -----------
Total current assets 840,325 584,185
---------- -----------
Equipment and leasehold improvements,
net of accumulated depreciation of
$14,737 and $12,392 3,127 5,473
Mining rights - 21,000
---------- ----------
Total assets $ 843,452 $ 610,658
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 194,138 $ 79,563
Accrued payroll 260,403 3,221
Capital lease - current 2,538 2,252
Officer advances 44,603 -
Accrued related party consulting fees 60,000 60,000
Line of credit 50,469 -
---------- ----------
Total current liabilities 612,151 145,036
Capital lease - long-term portion 1,150 3,688
Total liabilities 613,301 148,724
---------- ----------
Commitments and contingencies
15
Stockholders' equity:
Preferred stock, par value $0.00001
per share; authorized 20,000,000
shares, issued and outstanding
-0- shares - -
Common stock, $.00001 par value,
875,000,000 shares authorized,
11,504,653 and 786,939 shares issued
and outstanding $ 115 $ 8
Additional paid-in capital 4,779,523 3,817,021
Other comprehensive loss - (180,000)
Accumulated deficit (4,569,487) (3,175,095)
---------- ----------
Total stockholders' equity 230,151 461,934
---------- ----------
Total liabilities and stockholders' equity $ 843,452 $ 610,658
========== ==========
The accompanying notes are an integral part
of the financial statements
16
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Statements of Operations
For the Period
April 1, 2010
(Start of Current
For the Year Development
Ended June 30, Stage) to
2010 2009 June 30, 2010
----------- ----------- ----------------
Operating expenses:
Salaries $ 395,965 $ 322,000 $ 291,819
Professional fees 104,477 105,209 49,327
General and administrative 406,611 156,648 321,539
Consulting fees - related party 78,500 130,000 78,500
Stock based charges - 16,300 -
Impaired mining claims 21,000 - -
Bad debt expense 254,819 675,000 31,688
----------- ----------- -----------
Total operating expenses 1,261,372 1,405,157 772,873
----------- ----------- -----------
Operating loss (1,261,372) (1,405,157) (772,873)
----------- ----------- -----------
Other income (expense):
Interest income 53,121 - 50,945
Interest expense (2,536) (21,517) (1,242)
Interest income - related party - 22,647 -
Restructuring loss on receivable from
sale of subsidiary - (2,036,532) -
Loss on marketable securities (179,900) (1,300) (179,900)
Other income (expense) (3,706) 21,527 (67,157)
----------- ----------- -----------
Other expense (133,021) (2,015,175) (197,354)
----------- ----------- -----------
Loss from continuing operations (1,394,393) (3,420,332) (970,227)
----------- ----------- -----------
Income tax benefit - (785,649) -
----------- ----------- -----------
Net loss from continuing operations (1,394,393) (2,634,683) (970,227)
----------- ----------- -----------
Discontinued operations:
Loss on discontinued operations, net
of taxes - (171,707) -
----------- ----------- -----------
Net loss $(1,394,393) $(2,806,390) $ (970,227)
=========== =========== ===========
17
Loss per share - Basic and Diluted:
Continuing operations $ (1.52) $ (4.68) $ (0.77)
Discontinued operations 0.00 (0.30) 0.00
----------- ----------- -----------
Net loss $ (1.52) $ (4.98) $ (0.77)
=========== =========== ===========
Weighted average number of shares
Outstanding***:
-Basic and Diluted 918,761 563,184 1,251,939
=========== =========== ===========
***The shares held in escrow that were issued as a result of the share
exchange agreement are excluded from basic loss per share because their
ultimate status was uncertain at the balance sheet date. Their
inclusion in diluted loss per share is not reflected since their effect
would be anti-dilutive.
The accompanying notes are an integral part
of the financial statements
18
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Statement of Stockholder's Equity
Retained Total
Additional Earnings Stockholders
Common Stock Paid-In Accumulated (Accumulated Equity
Shares Amount Capital OCI Deficit) (Deficit)
------- ------ --------- -------- --------- ----------
Balance, June 30,
2008 561,189 $ 6 $3,620,723 $ 130,332 $(368,705) $ 3,382,356
Currency translation
effect - - - (130,332) - (130,332)
Shares exchanged for
common shares of
entity 225,000 2 179,998 - - 180,000
Modification of
stock option
terms - - 16,300 - - 16,300
Temporary impairment
of affiliated
marketable
securities - - - (180,000) - (180,000)
Net loss - - - - (2,806,390) (2,806,390)
---------- ---- ---------- --------- ----------- -----------
Balance, June 30,
2009 786,939 $ 8 $3,817,021 $(180,000) $(3,175,095) $ 461,934
Exercise of stock
options 25,000 - 20,000 - - 20,000
Shares issued into
trust for
contingent reverse
merger 9,337,297 93 (93) - - -
Note forgiveness - - 10,000 - - 10,000
Net loss - - - - (424,166) (424,166)
---------- ---- ---------- --------- ----------- -----------
Balance, April 1,
2010 (commencement
of current
development
stage) 10,149,236 $101 $3,846,928 $(180,000) $(3,599,261) $ 67,768
Shares issued for
services 1,355,417 13 826,488 - - 826,501
Warrants issued for
services - 1 126,107 - - 126,108
19
Recognition of loss on
affiliated marketable
securities - - - 180,000 - 180,000
Net loss - - - - (970,227) (970,227)
---------- ---- ---------- --------- ----------- -----------
Balance, June
30, 2010 11,504,653 $115 $4,799,523 $ - $(4,569,488) $ 230,150
========== ==== ========== ========= =========== ===========
Note: Common Stock and APIC have been restated to retroactively reflect
the effect of the 1 for 40 reverse stock split that occurred on
July 13, 2010.
The accompanying notes are an integral part
of the financial statements
20
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Statements of Cash Flows
For the Period
April 1, 2010
(Start of Current
For the Year Development
Ended June 30, Stage) to
2010 2009 June 30, 2010
---- ---- -------------
Cash flows provided by (used in)
operating activities:
Net income (loss) $(1,394,393) $(2,806,390) $ (970,227)
Net loss from discontinued operations - (171,707) -
----------- ----------- -----------
Net income (loss) from continuing
operations (1,394,393) (2,634,683) (970,227)
Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities:
Extension of stock option expiration
period - 16,300 -
Settlement loss on receivable - 2,036,531 -
Reserve for uncollectible debt securities,
notes receivable, and related accrued
interest - 697,647 -
Loss on affiliate marketable securities 179,900 13,000 179,900
Satisfaction of note with services - - 140,000
Shares issued for services 56,001 - 56,001
Depreciation 2,346 2,150 587
Note forgiveness 10,000 - -
Change in deferred tax liability - (834,809) -
Write-off of mining rights 21,000 - -
Amortization of prepaids 93,879 - 93,879
Changes in operating assets and liabilities:
Sublease rent receivable 1,500 16,500 8,500
Receivable from sale of subsidiary - - -
Prepaids 5,549 (5,549) -
Interest receivable on debt securities - - -
Accounts payable and accrued liabilities 371,757 (38,441) 407,085
Related party accrued liabilities - - 60,000
Officer advances 44,603 - 21,903
----------- ----------- -----------
Net cash used in operating activities
of continuing operations (607,858) (903,554) (2,372)
Net cash provided by (used in)
discontinued operations:
Net current assets - 23,706 -
Net current liabilities - (734,176) -
Net cash provided by (used in) operating
activities (607,858) (1,614,024) (2,372)
----------- ----------- -----------
21
Cash flows used in investing activities:
Collection of receivable from sale of
subsidiary - 2,702,747 -
Issuance of note receivable - unsecured - (675,000) -
Accrued interest on loans - (22,154) 1,525
Restricted Cash 250,000 (250,000) -
Advances (5,000) - 29,008
Purchase of mining rights - (21,000) -
----------- ----------- -----------
Net cash used in investing activities 245,000 1,734,593 30,533
----------- ----------- -----------
Cash flows provided by (used in) financing
activities:
Proceeds from exercise of stock options 20,000 - -
Borrowings on line of credit 50,469 - 3,594
Prepaid insurance (30,161) - (30,161)
Payments on capital lease (2,251) (1,683) (588)
----------- ----------- -----------
Net cash used in financing activities 38,057 (1,683) (27,155)
Net increase (decrease) in cash (324,801) 118,886 1,006
Cash - beginning of period 326,136 207,250 329
----------- ----------- -----------
Cash - end of period $ 1,335 $ 326,136 $ 1,335
=========== =========== ===========
22
Supplemental Cash Flow Information
For the Period
April 1, 2010
(Start of Current
For the Year Development
Ended June 30, Stage) to
2010 2009 June 30, 2010
---- ---- -------------
Cash paid for:
Interest $ 2,273 $ 861 $ 77,341
Taxes $ - $ - $ -
Non-Cash Investing and Financing Activity
Capital lease
Fixed asset $ - $ 7,623 $ -
Lease payable $ - $ (7,623) $ -
Other comprehensive income
Decrease in fair value of available
for sale securities $ - $(180,000) $ -
Shares delivered into trust for then
contingent acquisition, at par $ 93 $ - $ -
Shares issued for prepaid consulting
services $ 896,608 $ - $ -
The accompanying notes are an integral part
of the financial statements
23
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
1. Description of the Company's Business
Development Stage
Iron Eagle Group, Inc. (formerly Pinnacle Resources, Inc.) ("we" "our"
"us" or the "Company") was incorporated under the laws of Wyoming in
January 1995. In March 2010, we re-domiciled in Delaware and changed
our name to Iron Eagle Group, Inc. We have discontinued all domestic
mining and exploration activities. All foreign mining and exploration
activities were discontinued as of April 2009.
As of April 1, 2010, we are considered a development stage entity as we
seek to commence principal operations. We are currently engaged in the
identification and ongoing negotiations for the acquisition of
construction related entities. We continue to have ongoing dialogue
concerning potential acquisition opportunities with two entities whose
letters-of-intent have been verbally extended. We have executed one
asset purchase agreement which is pending financing. There can be no
assurance that the Company will not encounter problems as it attempts
to implement its business plan.
The Company's success will depend on its ability to raise money through
debt and the sale of stock to meet its cash flow requirements. The
ability to execute our strategic plan is contingent upon raising the
necessary cash to 1) pursue and close acquisitions; 2) sustain limited
operations; and, 3) meet current obligations. The current economy has
severely hampered our ability to raise funds to close on identified
acquisitions. The construction market continues to remain weak. We are
uncertain what potential acquisitions will be available to us in the
near future, or whether, if they are available, we will be able to raise
funds necessary to take advantage of these opportunities.
2. Accounting Policies
Basis of presentation
Our financial statements as of and for the year ended June 30, 2009
include the accounts of the Company and our discontinued wholly owned
South African subsidiary Diamonaire Exploration (Pty) (Ltd)
("Diamonaire") which are recorded as discontinued operations. All past
significant intercompany balances and transactions have been eliminated.
Certain prior year balances have been reclassified to conform to the
current year presentation.
Use of Estimates
The financial statements are prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The
preparation of financial statements in accordance with GAAP requires
24
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
2. Accounting Policies (Continued)
management to make estimates, judgments and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Estimates, judgments and assumptions are used in the accounting and
disclosure related to, among other items, the allowance for
uncollectible sublease rent receivable, taxes and contingencies. Actual
amounts could ultimately differ from these estimated amounts.
Cash, Cash Equivalents and Credit Risk
The Company considers all highly liquid investments with an initial
maturity of three months or less to be a cash equivalent.
At June 30, 2009, the Company had restricted cash of $250,000 to support
a debenture credit facility for which it was the lender. In July 2009,
the debenture credit facility was fully utilized and the restricted cash
was used. There is no restricted cash at June 30, 2010.
Fair Value Accounting
The Company adopted fair value guidance for its financial and non-
financial investments and liabilities, which defines fair value,
establishes a framework for measuring fair value and expands disclosure
about fair value measurements. The fair value of financial investments
and liabilities is determined at each balance sheet date and future
declines in market conditions, the future performance of the underlying
investments or new information could affect the recorded values of the
Company's investments.
Comprehensive Income
Comprehensive income is calculated in accordance with authoritative
guidance that requires the disclosure of all components of comprehensive
income, including net income and changes in equity during a period from
transactions and other events and circumstances generated from non-owner
sources.
Available-for-Sale Marketable Securities
The Company's available-for-sale marketable securities are carried at
fair market value, with the unrealized gains and losses, net of tax,
included in the determination of comprehensive income and reported in
shareholders' equity. The fair value of all securities is determined by
quoted market prices. The estimated fair value of securities for which
there are no quoted market prices is based on similar types of
securities that are traded in the market. Gains or losses on securities
sold are based on the specific identification method.
25
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
2. Accounting Policies (Continued)
Notes Receivable
The Company monitors its exposure for credit losses on its notes
receivable balances and records related allowances for doubtful
receivables, including specific allowances for known troubled notes.
When a note receivable secured with collateral is determined to be
impaired, the note is reduced to its fair value and the allowance for
doubtful accounts is charged less the estimated fair value of the
collateral.
Equipment and Leasehold Improvements
Equipment and leasehold improvements are recorded at historical cost.
Equipment is depreciated on a straight-line basis over its estimated
useful life (generally 5 to 7 years). Leasehold improvements are
amortized over the shorter of the estimated useful life or lease term.
Maintenance and repairs are expensed as incurred. Expenditures for major
renewals and betterments, which extend the useful lives of existing
equipment, are capitalized and depreciated. Upon retirement or
disposition of property and equipment, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or
loss is recognized in the statements of operations.
We review long-lived assets, including property and equipment, for
impairment whenever events or changes in business circumstances indicate
that the carrying amount of the assets may not be fully recoverable. If
impairment is indicated, we reduce the carrying value of the asset to
fair value.
Basic and Diluted Loss Per Share
Basic net loss per common share is computed by dividing net loss
applicable to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted net loss per common
share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of
common stock equivalents, consisting of shares that might be issued upon
exercise of common stock options. In periods where losses are reported,
the weighted-average number of common shares outstanding excludes common
stock equivalents, because their inclusion would be anti-dilutive.
Income Taxes
The Company accounts for income taxes using the asset and liability
method. The asset and liability method requires recognition of deferred
tax assets and liabilities for future tax consequences of temporary
differences that currently exist between tax bases and financial
reporting bases of the Company's assets and liabilities. Deferred tax
assets, including tax loss and credit carry forwards and liabilities are
26
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
2. Accounting Policies (Continued)
measured using enacted tax rates. 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.
New Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued a
standard that established the FASB Accounting Standards Codification
(ASC) and amended the hierarchy of generally accepted accounting
principles (GAAP) such that the ASC became the single source of
authoritative nongovernmental U.S. GAAP. The ASC did not change current
U.S. GAAP, but was intended to simplify user access to all authoritative
U.S. GAAP by providing all the authoritative literature related to a
particular topic in one place. All previously existing accounting
standard documents were superseded and all other accounting literature
not included in the ASC is considered non-authoritative. New accounting
standards issued subsequent to June 30, 2009 are communicated by the
FASB through Accounting Standards Updates (ASUs). As it relates to the
Company, the Codification is effective July 1, 2009. This standard did
not have an impact on the Company's results of operations or financial
condition. Throughout the notes to the financial statements, references
that were previously made to various former authoritative U.S. GAAP
pronouncements have been changed to also include the appropriate section
of the ASC.
In May 2009, the FASB issued ASC 855, authoritative guidance that
already existed within generally accepted auditing standards, concerning
recognition and disclosure of subsequent events. This guidance addresses
events which occur after the balance sheet date but before the issuance
of financial statements. As under previous practice, an entity must
record the effects of subsequent events that provide evidence about
conditions that existed at the balance sheet date and must disclose but
not record the effects of subsequent events which provide evidence about
conditions that did not exist at the balance sheet date.
In February 2010, the FASB issued Accounting Standards Update 2010-09,
Amendments to Certain Recognition and Disclosure Requirements, which
amended ASC 855 and which requires issuers of financial statements to
evaluate subsequent events through the date on which the financial
statements are issued. FASB 2010-09 defines the term "SEC Filer" and
eliminates the requirement that an SEC filer disclose the date through
which subsequent events have been evaluated. This change was made to
alleviate potential conflicts between ASC 855-10 and the reporting
requirements of the SEC. FASB 2010-09 is effective immediately, but is
not expected to have a material effect on the Company's financial
statements.
27
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
2. Accounting Policies (Continued)
ASC 805 provides guidance on business combinations and requires an
acquiring company to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquired entity at the
acquisition date, measured at their fair values as of that date, with
limited exceptions. ASC 805 also requires the acquiring company in a
business combination achieved in stages to recognize the identifiable
assets and liabilities, as well as the noncontrolling interest in the
acquired company, at the full amounts of their fair values. ASC 805
makes various other amendments to authoritative literature intended to
provide additional guidance or to confirm the guidance in that
literature to that provided in this Statement. ASC 805 is effective for
the Company's financial statements beginning July 1, 2009. The adoption
of ASC 805 has not had a material impact on the Company's financial
statements.
In January 2010, the FASB issued Accounting Standards Update 2010-06,
Improving Disclosures about Fair Value Measurements, which amends ASC
820-10 and requires, among other things, new disclosures regarding the
transfers in and out of hierarchy levels 1 and 2 as well as the gross
presentation of changes in estimated measurements for level 3
measurements. In addition, FASB 2010-06 provides clarifying direction
with respect to disclosures regarding the various levels of
disaggregation and about specific inputs and valuation techniques. FASB
2010-06 is effective for interim and annual reporting periods beginning
after December 31, 2009, except for the gross presentation of level 3
measurement activities, which is effective for fiscal years beginning
after December 15, 2010. The adoption of FASB 2010-06 is not expected
to have a material effect on the Company's financial statements.
3. Business Combination
On January 8, 2010, the Company agreed in principal to the terms of a
share exchange agreement (the "Agreement") with Iron Eagle Group, a
Nevada corporation ("Iron Eagle") and the shareholders of Iron Eagle
("Iron Eagle Shareholders").
Pursuant to certain terms of the Agreement, the Company issued from its
treasury an aggregate of 9,337,296 shares of its common stock (the
"Agreement Shares") to the Iron Eagle Shareholders. In exchange, the
Iron Eagle Shareholders surrendered all of their issued and outstanding
Iron Eagle one-class common stock. The Agreement shares were held by an
escrow agent until Iron Eagle completed the "Acquisition Requirement".
The Iron Eagle Shareholders had voting rights on the Agreement Shares by
means of a voting trust through the escrow agent while the shares were
in Trust and the Agreement was pending.
28
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
3. Business Combination (Continued)
The Agreement contained an acquisition requirement which stated that, on
or before October 8, 2010:
(i) Iron Eagle shall acquire one or more construction, infrastructure
or related companies with aggregate fiscal 2009 or last 12 months
audited EBITDA, adjusted for non-recurring expenses, of at least
$1,800,000; or
(ii) The Company's Board of Directors could unanimously vote to
authorize the release of the Agreement Shares, thus waiving the
requirement described in (i) above.
On August 18, 2010, in accordance with subsection (ii) of the Agreement,
the Company's Board of Directors unanimously voted to waive the
requirement described in subsection (i) and authorized the release of
the Agreement Shares, thus completing the Agreement. This subsequent
event transaction has been recorded as a reverse merger as of August 18,
2010.
As part of the Agreement, Iron Eagle provided a $10,000 advance to the
Company in January 2010. The Company recognized the $10,000 advance by
Iron Eagle as additional paid in capital.
Beginning August 18, 2010, the financial records of the Company and Iron
Eagle have been consolidated. Future filings will consist of the
consolidated balance sheet and the income statement of Iron Eagle.
Pending any new information discovered that existed as of the date of
acquisition, the acquisition has been accounted for as a
recapitalization effected by a reverse merger, wherein Iron Eagle was
considered the acquirer for accounting and financial reporting purposes.
The pre-merger assets and liabilities of the Company have been brought
forward at their book value and no goodwill has been recognized. The
accumulated deficit of the Company has been brought forward and common
stock and additional paid-in-capital of the combined Company have been
retroactively restated. The balance sheet of the Company at the
acquisition date consisted of the following:
August 18,
2010
----
Current assets $ 787,365
Total assets $ 790,199
==========
Current liabilities $ 843,007
Total liabilities $ 843,816
==========
Stockholder's deficit $ (53,617)
==========
29
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
3. Business Combination (Continued)
Iron Eagle began operations in November 2009 and is a calendar year-
end. Pro forma financial statements of the consolidated companies as
of June 30, 2010 and for the year ended June 30, 2010 are as follows:
Balance Sheet
Iron Eagle Iron Eagle Transaction Pro Forma
Delaware Nevada Adjustment Financials
---------- ---------- ----------- ----------
Assets
Current assets $ 840,325 $ 10,000 $ (10,000) $ 840,325
Net fixed assets 3,127 - - 3,127
---------- ---------- ---------- ----------
Total assets $ 843,452 $ 10,000 $ (10,000) $ 843,452
========== ========== ========== ==========
Liabilities and Stockholders'
Equity
Current liabilities $ 612,151 $ 392,707 $ - $1,004,858
Long term liabilities 1,150 - - 1,150
---------- ---------- ---------- ----------
Total liabilities 613,301 392,707 - 1,006,008
---------- ---------- ---------- ----------
Total stockholders' equity 230,151 (382,707) - (162,556)
---------- ---------- ---------- ----------
Total liabilities and
stockholders' equity $ 843,452 $ 10,000 $ (10,000) $ 843,452
========== ========== ========== ==========
30
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
3. Business Combination (Continued)
Statement of Operations
Since
Inception
November
2009
Year Ending Through Transaction Pro Forma
June 30, 2010 June 30, 2010 Adjustment Financials
------------- ------------- ----------- ----------
Net loss $(1,394,393) $ (382,708) $ - $(1,777,101)
----------- ---------- ----------- -----------
Net income per share
- Basic & Diluted $ (1.52) $ (1.93)
=========== ===========
The pro forma information is presented for informational purposes only
and is not necessarily indicative of the results of operations that
actually would have been achieved had the acquisition been consummated
as of that time, nor is it intended to be a projection of future
results.
4. Related Party Transactions
Consulting Services
During the years ended June 30, 2010 and 2009, we paid affiliated
companies $78,500 and $130,000, respectively, for consulting services.
Our former president and secretary are executives with the affiliated
companies. In 2009, these amounts are included in the loss from
discontinued operations.
31
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
Officer Advances
A director who is a significant shareholder, as well as the Company's
former president have provided funding to pay or paid directly operating
expenses. The operating expenses generally include professional
services for audit, legal and investor relations. These expenses are
included in statement of operations. There is a related party payable
for $44,603 included in the balance sheet at June 30, 2010.
Debt Securities and Notes Receivable
As of As of
June 30 June 30
2010 2009
------------- -------------
Corporate notes receivable to
affiliates - held to maturity $ - $ 425,000
Corporate debenture to affiliate -
held to maturity - 250,000
------------- =============
Debt securities - held to maturity,
before impairment $ - 675,000
Collectibility reserve for temporary
impairment - (675,000)
------------- =============
Debt securities to affiliates -
held to maturity $ - $ -
============= =============
Collateralized
In November 2008, the Company loaned $250,000 to two entities that had
pledged as collateral certain financial assets. The note receivable had
an interest rate with an APR of 6.82%. The principal and interest was
due in one year. The two entities are 10% shareholders of the Company.
In October 2009, the note receivable and related accrued interest was
satisfied through the issuance of 265,500 shares of the common stock of
The Saint James Company. The Saint James shares that were received as
satisfaction of the note receivable and accrued interest had no value at
the transaction date. At June 30, 2010, the Company continues to hold
these shares as investments. On September 29, 2010, the Company sold
all of its Saint James shares to Victory Minerals Corp., an entity owned
by the Company's former president Glen Gamble, for $100.
Straight Convertible Debenture Agreement
In June 2009, the Company entered into a $500,000 straight convertible
debenture agreement with Saint James. The debenture agreement was
without collateral and bore an annual interest rate of the Wall Street
Journal prime rate plus 8%. All principal and accrued interest was to
be due June 30, 2010 and was convertible at the option of the Company
into shares of the common stock of Saint James at $0.50 per share. In
June 2009, the Company advanced $250,000 of the debenture to Saint James
32
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
and in July 2009, the Company advanced the remaining $250,000 of the
$500,000 debenture agreement. At December 31, 2009, it was determined
that Saint James would not be able to repay the note and the entire
$500,000 and accrued interest was fully reserved for collectibility. On
January 6, 2010, the $500,000 debenture was converted into 1,000,000
common shares of The Saint James Company at the conversion price of
$0.50 per share. As incentive for the conversion, Saint James agreed to
pay the accrued interest on these notes, totaling $21,235. At June 30,
2010, the Company continues to hold these shares as investments, but
does not believe that the shares will ever have value. On September 29,
2010, the Company sold all of its Saint James shares to Victory Minerals
Corp., an entity owned by the Company's former president Glen Gamble,
for $100.
Modification of the Uncollateralized Notes Receivable
Concurrent with entering into the straight convertible debenture
agreement, the Company's then existing $150,000 and $25,000 notes
receivable were modified to provide for the notes' outstanding balances
to in whole or in part be converted at the Company's option into shares
of the common stock of Saint James at $0.50 per share. On January 6,
2010, these notes receivable were converted into 350,000 common shares
of The Saint James Company at the conversion price of $0.50 per share.
As incentive for the conversion, Saint James agreed to pay the accrued
interest on these notes, totaling $26,013 at the date of conversion. At
June 30, 2010, the Company continued to hold these shares as
investments. On September 29, 2010, the Company sold all of its Saint
James shares to Victory Minerals Corp., an entity owned by the Company's
former president Glen Gamble, for $100.
Available for Sale Marketable Securities of Affiliate
At June 30, 2010, the Company held 1,795,500 shares of Saint James
common stock for investment purposes. The fair value of the marketable
securities is $0 at June 30, 2010. 180,000 of these shares were
initially valued at $1.00 per share. The fair value of these shares
decreased to zero and was shown as a component of equity as other
comprehensive loss until April 2010, when Saint James filed an 8-K
indicating that they were preparing to file for bankruptcy and was party
to a lawsuit. Upon filing this 8-K, the Company recognized the loss on
fair value of the 180,000 shares as an other-than-temporary decline in
value. At June 30, 2010, the Company continued to hold these shares as
investments. On September 29, 2010, the Company sold all of its Saint
James shares to Victory Minerals Corp., an entity owned by the Company's
former president Glen Gamble, for $100.
33
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
5. Prepaid Expenses
The Company entered into three contracts for investor relations and
consulting services to assist in the financing and purchasing of a
construction related entity. All services were prepaid with shares and
warrants. One contract is currently on hold pending the decision of the
Company to utilize the services offered.
Value of prepaid contracts $ 896,607
Amortization of prepaids 93,879
---------
Prepaid contracts 802,728
Other prepaids 30,162
---------
Prepaids as of June 30, 2010 $ 832,890
=========
6. Note Receivable
In July and August 2009, the Company loaned a consultant a total of
$140,000 in three payments. The loans were consolidated into a note
receivable on September 1, 2009, bearing interest at 6% annually. The
note receivable and accrued interest was satisfied with services
performed.
7. Property and equipment
Our office equipment and furniture, with a cost basis of $10,242, was
fully depreciated prior to the periods that are being reported upon.
The office equipment and furniture is being used by the Company and its
fully depreciated costs are carried on its books at June 30, 2010.
In August 2008, the Company entered into a lease agreement for a copier
for 39 months which is classified as a capital lease. The Company
recognized depreciation expense of $2,345 and $2,150 for the years ended
June 30, 2010 and 2009, respectively.
The capital lease obligation matures in each of the following years
ending June 30:
2011 $ 4,029
2012 -
2013 -
---------
Total 4,029
34
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
Less: amount representing interest on
capital lease payments 341
---------
Present value of minimum capital lease payments $ 3,688
Current portion of capital lease $ 2,538
---------
Long-term portion of capital lease $ 1,150
=========
8. Line of Credit
The Company has a line of credit with a major US financial institution.
The line of credit has a maximum amount of $50,000. The current balance
is $50,000 plus accrued interest of $469 and carries an interest rate of
6.25%.
9. Commitments and Contingent Liabilities
Litigation
We may become involved from time to time in litigation and regulatory
matters incidental to our business, including government enforcement
actions, litigation in connection with acquisitions and divestitures,
and other matters arising out of the normal conduct of the business. We
intend to vigorously defend ourselves against such litigation. We do not
believe that the outcome of any pending litigation will have a material
adverse effect on the consolidated financial statements. We will accrue
an estimated loss contingency in our consolidated financial statements
if it is probable that a liability has been incurred and the amount of
the loss can be reasonably estimated. Because litigation is inherently
unpredictable and unfavorable resolutions can occur, assessing
contingencies is highly subjective and requires judgments about future
events. We regularly review contingencies to determine whether our
accruals are adequate. The amount of ultimate loss may differ from these
estimates.
We recognize income from the favorable outcome of litigation when we
receive the associated cash or assets.
The Company is party to an ongoing lawsuit in the High Court of South
Africa related to the sale of the Company's ownership of the VanMag
subsidiary. The buyer has released the Company from any liability in
the matter. As such, the Company does not expect to incur any future
expenses related to this matter.
35
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
9. Commitments and Contingent Liabilities (Continued)
Going Concern and Management's Plan
The Company has incurred net losses from continuing operations for the
year ended June 30, 2010 of $1,394,393 and has an accumulated deficit of
$4,569,487 at June 30, 2010. The Company has no cash available and
operating expenses are being funded by one of the directors who is also
a significant shareholder. The Company relies upon its ability to raise
money through debt and the sale of stock to meet its cash flow
requirements. The preceding factors raise substantial doubt about the
Company's ability to continue as a going concern. As a result, the
Company will need additional funds to sustain the pursuit of operations
and meet current corporate obligations.
Lease Commitments
We lease office space and equipment under noncancelable operating leases
with terms of three years. The following is a schedule by years of
future minimum rentals under the leases for the years ending June 30:
Year Amount
------- --------
2011 $ 20,739
2012 10,026
2013 -
2014 -
2015 and thereafter -
--------
Total $ 30,765
The Company recognized rental expense of $34,269 and $37,458 for the
years ended June 30, 2010 and 2009, respectively. The Company occupies
its Englewood, Colorado facility under a rental agreement that has a
lease term that was to expire in December 2008. On October 1, 2008, the
Company entered into an agreement to extend the lease term for an
additional 36 months ending December 2011.
The Company subleases space in its office to two tenants. Sublease
income for the Years ended June 30, 2010 and 2009 was $13,000 and
$27,000, respectively. All sublease income is treated as a reduction in
rent expense.
New Officers and Directors
On May 4, 2010, the Board of Directors appointed Gary J. Giulietti as a
new Director to the Board, Michael J. Bovalino as the Company's Chief
Executive Officer, and Eric J. Hoffman as the Company's Chief Financial
Officer. Jason Shapiro, the former CFO, was appointed as the Executive
Vice President of Corporate Strategy.
36
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
9. Commitments and Contingent Liabilities (Continued)
Mr. Giulietti was granted 41,667 share of the Company's common stock in
consideration for his appointment.
10. Discontinued operations
The following foreign subsidiary has been abandoned and is classified as
discontinued operations for the year ended June 30, 2009.
Diamonaire Exploration (Pty) (Ltd)
In June 2008, the Company adopted a plan to discontinue the Diamonaire
operations. This plan anticipated that the operations would be sold or
abandoned within a one year period during which the activities of
Diamonaire were to continue. The Company was unable to sell Diamonaire
and the entity was abandoned in April 2009. Diamonaire's loss, reported
in discontinued operations, for the year ended June 30, 2009 was
$171,707. The entity has been classified as discontinued operations for
the year ended June 30, 2009. The balance sheet was written off upon
the abandonment in April 2009.
11. Sale of Subsidiary - VanMag
In 2006, the Company sold its interest in its subsidiary VanMag. After
a series of breached agreements by the buyer; a third addendum to the
initial agreement was entered into in July 2008 with all previous
related agreements and understandings being cancelled. The Third
Addendum resulted in the Company in fiscal 2009 recognizing a $963,988
restructuring gain in other income and a $363,469 gain on foreign
currency conversion in other comprehensive income.
In October 2008, the buyer made a payment to the Company of 15,000,000
South African Rand (at the agreed upon conversion rate of eight South
African Rand to one US Dollar). The Company realized a loss on currency
translation of $290,260 reported as other comprehensive income.
7,000,000 Rand (US $739,545) was sent to South Africa to satisfy
remaining VanMag liabilities and other Company liabilities.
In November 2008, the buyer failed to pay the remaining 30,000,000 South
African Rand payment. The Company and buyer informally agreed that the
remaining amount payable of 30,000,000 Rand would be due and payable in
the amount of $3,750,000 (US$). This amendment resulted in a
restructuring gain of $787,037. In May 2009, a settlement agreement was
reached whereby the Company would receive $1,000,000 and 1,000,000 South
African Rand in full satisfaction of the outstanding receivable. In
addition, the Company received a royalty agreement on future sales based
on a rate of $0.50 per ton, not to exceed $3,000,000 over the total
agreement. The Company does not anticipate receiving any royalties
37
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
11. Sale of Subsidiary - Van Mag (Continued)
arising from this agreement. The 1,000,000 South African Rand was paid
directly to Titan Processors (Pty) Ltd of South Africa and the Company
received the $1,000,000. As a result of the completion of the informal
settlement to the Third Addendum the Company recognized a one-time loss
of $2,750,000. Net restructuring loss on sale of subsidiary was
$2,036,532 for the year ended June 30, 2009.
12. Fair Value of Financial Investments and Liabilities
We have adopted fair value guidance and utilize the market approach to
measure fair value of our financial assets. The market approach uses
prices and other relevant information generated by market transactions
involving identical or comparable assets. The standard describes a fair
value hierarchy based on three levels of inputs, of which the first two
are considered observable and the last unobservable, that may be used to
measure fair value which are the following:
Level 1: Quoted prices (unadjusted) in active markets that are
accessible at the measurement date for assets or liabilities. The fair
value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on
active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data
is available. The fair value hierarchy gives the lowest priority to
Level 3 inputs.
In determining fair value, we utilize valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs
to the extent possible.
The carrying values of our cash, cash equivalents, marketable securities
of affiliate, and financing proceeds receivables carried at fair value
as of June 30, 2010, are classified in the table below into one of the
three category levels described above:
Level 1 Level 2 Level 3 Total
--------- --------- --------- --------
Cash & equivalents $ 1,335 - - 1,335
Marketable securities of
The Saint James Company - $100 100
--------- --------- --------- --------
Cash, cash equivalents, and
marketable securities $ 1,335 $ 100 $ 1,435
========= ========= ========= ========
38
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
12. Fair Value of Financial Investments and Liabilities (Continued)
As of June 30, 2010, our cash and cash equivalents were held at major
financial institutions. These investments are insured by the Federal
Deposit Insurance Corporation; however, they are not insured against the
possibility of a complete loss of earnings or principal and are
inherently subject to the credit risk related to the continued credit
worthiness of the underlying issuer and general credit market risks.
In a series of transactions (Note 4, Note 14), the Company acquired
1,795,500 restricted common shares of The Saint James Company (Saint
James) (ticker STJC.PK). The Saint James shares had no value at June
30, 2010, but were subsequently sold on September 29, 2010 to Victory
Minerals Corp., an entity owned by the Company's former president Glen
Gamble, for $100. As a result, the shares are carried at $100 at June
30, 2010 and the Company recognized a $179,900 loss on the 180,000 Saint
James shares acquired in June 2009 at a value of $180,000. In April
2010, Saint James filed an 8-K indicating that they were preparing to
file for bankruptcy and was party to a lawsuit. Furthermore, Saint
James is not current with its SEC filings and trades in an inactive
market. The value of the shares was based on Level 3 inputs.
13. Loss Per Common Share
Loss per share is computed by dividing net loss by the weighted-average
number of common shares outstanding during the period. Since there was a
loss from continuing operations in each period presented, the effect of
potentially dilutive common shares is not considered as their effect
would be anti-dilutive.
The computation of basic and diluted loss per share for "Income from
continuing operations" is as follows:
For the period
April 1, 2010
(Start of Current
For the Year Development
Ended June 30, Stage) to
2010 2009 June 30, 2010
------------ ------------ ----------------
Loss from continuing operations $(1,394,393) $(2,634,683) $ (970,227)
------------ ------------ ----------
Weighted-average number of common shares
outstanding - basic and diluted 918,761 563,184 1,251,939
------------ ------------ -----------
39
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
13. Loss Per Common Share (Continued)
Net loss per share from continuing operations:
Basic and diluted $ (1.52) $ (4.68) $ (0.77)
=========== =========== ===========
The following securities were not included in the computation of diluted
net earnings per share as their effect would have been anti-dilutive:
2010 2009
---------- ----------
Common stock option - 25,000
Common stock warrants 108,750 -
Escrowed shares issued in reverse
merger transaction 9,337,297 -
14. Equity
Stock Split
On July 13, 2010, the Company effected a reverse 40:1 stock split. All
share amounts presented herein are post-split amounts. The par value of
our common shares remained at $0.00001 following the reverse split.
Preferred Stock
In January 2010, we re-domiciled the Company from Wyoming to Delaware.
At that time, we modified the terms of our Preferred class of stock,
changing the par value from $0.01 to $0.00001 and the number of shares
authorized from 2,000,000 to 20,000,000.
Capital Contribution
As part of the pending acquisition agreement described in Note 3, a
$10,000 advance was received. We recorded it as a capital contribution.
In the event that the acquisition terms are not met, the amount does not
need to be repaid. Once the acquisition became successful, the amount
owed was eliminated as an intercompany transaction.
Stock Issuances
In June 2009, we issued 225,000 common shares to affiliated entities in
exchange for 180,000 common shares of The Saint James Company (STJC.PK)
(Saint James). The fair value of the shares at the time of acquisition
was $180,000, based on level 3 fair value inputs. Events occurring
after the transaction resulted in the shares temporarily losing all
value. At June 30, 2010, the fair value of the shares acquired was $0.
The Saint James shares are restricted for one year. A term of this
transaction which prohibited the Company from owning more than 4.99% of
the outstanding shares of Saint James at any time was waived by Saint
40
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
14. Equity (Continued)
James in January 2010. On September 29, 2010, the Company sold all of
its Saint James shares to Victory Minerals Corp., an entity owned by the
Company's former president Glen Gamble, for $100.
In August 2009, 25,000 common shares were issued in a stock option
exercise transaction. The exercise price of each option was $0.80,
resulting in a total transaction amount of $20,000.
On January 8, 2010, the Company issued 9,337,296 shares of its common
stock from treasury in accordance with the contingent agreement
described in Note 3. The shares were released from escrow in August
2010 after the Company's Board unanimously voted to release the shares
from escrow, which eliminated the Acquisition Requirement. The shares
were issued at par value in January 2010 and a valuation of the
acquisition was conducted by an independent appraiser.
On May 1, 2010, the Company entered into a one-year consulting agreement
with an individual for investor relations services. In satisfaction for
the agreement, the Company issued 200,000 shares of the Company's common
stock at a per share price of $1.20.
On May 4, 2010, the Company entered into a consulting agreement with a
website development firm. In satisfaction for the agreement, the
Company issued 5,000 shares of the Company's common stock at a per share
price of $1.20.
On May 4, 2010, the Company entered into a director's agreement with an
individual to become a member of the Company's board. In connection the
agreement, the Company issued 41,667 shares of the Company's common
stock at a per share price of $1.20.
On May 4, 2010, the Company entered into a one-year consulting agreement
with an investor relations firm. In satisfaction for the agreement, the
Company issued 108,750 shares of the Company's common stock at a per
share price of $1.20 and a 5-year warrant to purchase up to 108,750
shares with an exercise price of $0.033 per share. The fair value of
the warrant was $126,107. The consulting agreement is currently on hold
pending the decision of the Company to utilize the services offered.
On June 5, 2010, the Company entered into a three-year consulting
agreement with an individual to help the Company obtain financing and
related services. The value of the services to be received is $400,000.
In satisfaction for the agreement, the Company issued 1,000,000 shares
of the Company's common stock, resulting in a per share price of $0.40.
Stock options
41
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
14. Equity (Continued)
In May 2004, we granted a Director an option to purchase 25,000 shares
of our common stock at $5.20 per share. The options vested immediately
and expire five years from the grant date. The fair value of the options
was estimated at $22,000. In November 2008, we modified the terms of
the options to extend the expiration date to November 2010 and to reduce
the strike price to $0.80 per share. The fair value for these options
was estimated at $16,300 at the date of modification using the
Black-Scholes option-pricing model with the following assumptions:
Risk free interest rate 1.19%
Volatility 101%
Dividend -0-
Weighted average expected life 2 years
The following schedule summarizes our stock option activity:
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Options Price Term Value
----------- ----------- ----------- ----------
Outstanding at June
30, 2008 25,000 $ 5.20 0.85 $ -
Options granted - - - -
Options exercised - - - -
Options expired - - - -
----------- ----------- ----------- ----------
Outstanding at June
30, 2009 25,000 0.80 1.35 25,000
----------- ----------- ----------- ----------
Options granted - - - -
Options exercised (25,000) - - -
Options expired - - - -
----------- ----------- ----------- ----------
Outstanding at June
30, 2010 - - - -
=========== =========== =========== ==========
Warrants
As described above, on May 4, 2010, the Company entered into a one-year
consulting agreement with an investor relations firm. In satisfaction
for the agreement, the Company issued 108,750 shares of the Company's
common stock at a per share price of $1.20 and a 5-year warrant to
purchase up to 108,750 shares with an exercise price of $1.32 per share.
The fair value of the warrant was $126,107. The consulting agreement is
42
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
14. Equity (Continued)
currently on hold, pending the decision of the Company to utilize the
services offered. The fair value of the warrant was determined using
the Black-Scholes option-pricing model with the following assumptions:
Risk free interest rate 2.57%
Volatility 333%
Dividend -0-
Weighted average expected life 5 years
The following schedule summarizes our warrant activity:
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Warrants Price Term Value
----------- ----------- ----------- ----------
Outstanding at June
30, 2009 - - - -
Warrants granted 108,750 $ 1.32 5.00 -
Warrants exercised - - - -
Warrants expired - - - -
----------- ----------- ----------- ----------
Outstanding at June
30, 2010 108,750 $ 1.32 4.83 -
=========== =========== =========== ==========
15. Income taxes
At June 30, 2010, the Company has available an unused net operating loss
carryforward that may be applied against future taxable income and that
expire as follows:
Net Operating
Loss
Year of Expiration Carryforwards
------------------ -------------
2011 -
2012 -
2013 -
2014 -
2015 and thereafter $ 2,377,260
-----------
Total $ 2,377,260
===========
A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate is as follows:
43
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
15. Income taxes (Continued)
For the year ended
June 30, 2010 June 30, 2009
------------- -------------
Tax expense at U.S. statutory rate 40.9% 40.9%
Deferred tax asset utilization (40.9)% (40.9)%
------------ ------------
Effective income tax rate - % - %
At June 30, 2010 and 2009, the Company had loss carryforwards of
$2,377,260 and $1,022,205, respectively. The operating loss
carryforward was not utilized in fiscal 2009 because the VanMag
receivable was settled for an amount significantly below the receivable
balance. This resulted in a tax benefit on continuing operations of
$785,649 for the year ended June 30, 2009. The net operating loss
carryforward expires through the year 2028. As a result of the reverse
merger and ownership change that occurred in August 2010, the Company's
utilization of the loss carryforward is limited because of a Section 382
limitation. This is not expected to impact the Company because we do
not expect to ever be able to utilize the NOL's.
16. Subsequent Events
Board of Directors
In August 2010 the Board appointed Joseph Antonini as a Director and
granted him 38,462 shares of stock. Glen Gamble and Robert Hildebrand
resigned from the Board and were hired as consultants to the company
with a salary of $8,000 per month. Jason Shapiro was appointed acting
Chairman of the Board and Secretary until a successor is appointed.
Business Combination
The shares issued in regards to the business combination described in
Note 3 were released from escrow and received by the shareholders. This
act caused a change in control of the Company and a consummation of the
acquisition by Iron Eagle. The Board also ratified the share exchange
agreement in August 2010.
Long Term Contracts
In August 2010 the Company entered into an agreement with Aegis Capital
Corp., and investment bank, to act as their underwriter with respect to
a forthcoming public offering. In connection with this agreement the
company issued 28,572 shares of stock.
Related Party Sale of Marketable Securities
On September 29, 2010, the Company sold all of its Saint James shares to
Victory Minerals Corp., an entity owned by the Company's former
president Glen Gamble, for $100.
44
Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.)
Notes to the Financial Statements
As of June 30, 2010 and 2009 and
For the Years Ended June 30, 2010 and 2009
16. Subsequent Events (Continued)
Officer compensation
On September 13, 2010, the Company amended Mr. Bovalino's and Mr.
Hoffman's employee agreements. Mr. Bovalino's cash based salary
increased to $215,000 and stock based salary decreased to $85,000. The
allocation of the annual incentive payment between cash and stock
changed to $175,000 and $125,000. Mr. Hoffman's amendment changed the
allocation between cash and stock to $165,000 cash and $60,000 stock.
The allocation of annual incentive payment between cash and stock
changed to $125,000 and $100,000.
45
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
Our chief executive officer and chief financial officer who are
responsible for all financial and accounting matters during this
reporting period have concluded that the disclosure controls and
procedures were effective as of June 30, 2010. These controls are meant
to ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the supervision
of our chief executive officer and chief financial officer, or the
persons performing similar functions, to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation
of our financial statements for external reporting in accordance with
accounting principles generally accepted in the United States of
America. These officers have evaluated the effectiveness of our
internal control over financial reporting using the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control over Financial Reporting - Guidance for
Smaller Public Companies.
Our chief executive officer and chief financial officer have assessed
the effectiveness of our internal control over financial reporting as of
June 30, 2010, and concluded that it was effective.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
46
Evaluation of Changes in Internal Control over Financial Reporting:
Our chief executive officer and chief financial officer have evaluated
changes in our internal controls over financial reporting that occurred
during the year ended June 30, 2010. Based on that evaluation, our
chief executive officer and chief financial officer, or those persons
performing similar functions, did not identify any change in our
internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud.
Moreover, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time.
Because of these limitations, there can be no assurance that any system
of disclosure controls and procedures or internal control over financial
reporting will be successful in preventing all errors or fraud or in
making all material information known in a timely manner to the
appropriate levels of management.
ITEM 9B. OTHER INFORMATION
None.
47
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officer and Directors
-------------------------------
All holders of common stock have the right to vote for directors.
The board of directors has primary responsibility for adopting and
reviewing implementation of the business plan of the registrant,
supervising the development of the business plan, and review of the
officers' performance of specific business functions.
A director shall be elected by the shareholders to serve until the next
annual meeting of shareholders or until his or her death, or resignation
and his or her successor is elected.
The following table sets forth, as of September 30, 2010, with respect
to the individuals serving in the capacities indicated:
Name Position
Terms
Michael J. Bovalino, age 55 Chief Executive Officer May 2010
to present
Eric J. Hoffman, age 41 Chief Financial Officer May 2010
to present
Jason M. Shapiro, age 33 Executive Vice President December 2010
and Director to present
Joseph E. Antonini, age 69 Director July 2010
to present
Gary J. Giulietti, age 59 Director May 2010
to present
Gary J. Giulietti. Since 2000, Mr. Giulietti has been president of the
northeast operations and a member of the executive committee of Lockton
Companies, LLC, an independently owned commercial insurance brokerage
firm. From 1980 to 2000, Mr. Giulietti was vice chairman, worldwide
construction for Willis, a construction/surety broker, where he oversaw
and managed a worldwide construction insurance practice consisting of
domestic offices and 140 international offices. He also assisted in
large and mid-cap construction companies in providing their insurance
48
needs as they took their businesses public. Mr. Giulietti earned a
Bachelor of Arts degree in Business and Political Science from St.
Michael's College in 1973.
Michael J. Bovalino. From January 2008 to present, Mr. Bovalino has
been chief operating officer and executive vice president of Medical
Acoustics LLC, a medical device/consumer products company. From 2003 to
2007, Mr. Bovalino was the chief executive officer of Pyramid Management
Group, Inc., a commercial real estate development company. From 1997 to
2003, Mr. Bovalino was chief executive officer of Energet!x Corporation,
a subsidiary of RGS Energy Group, an energy company. Mr. Bovalino
earned a bachelor of science in business administration degree from the
State University of New York in 1977. Mr. Bovalino attended the
Advanced Management Program at Columbia University Graduate School of
Business in 1988. Mr. Bovalino earned a Master of Information
Technology from Polytechnic University in 1995, a Master of Business
Administration from Pace University in 1990 and a Certificate Program in
Strategic Analysis at the Wharton Graduate School of Business,
University of Pennsylvania in 1989
Eric J. Hoffman. Mr. Hoffman was an executive vice president and chief
financial officer from 2004-2007, executive vice president from 2007-
2008 and executive vice president and chief operating officer from 2008-
2009 for Masco Contractor Services, a provider of installed products for
homebuilders. Previously, Mr. Hoffman was Vice President and Group
Controller for the Southeast Group of Cardinal Health's Healthcare
Supply Chain Services - Pharmaceutical business. Mr. Hoffman was
controller from 1996-1999 and the vice president of finance and
technology from 1999-2001 for Polyone Distribution, a subsidiary of
PolyOne Corporation, a provider of specialized polymer materials,
services and solutions. Mr. Hoffman graduated with a Bachelor of
Science degree in Business Administration from John Carroll University.
Mr. Hoffman is a certified accountant.
Jason Shapiro. Mr. Shapiro was the chief executive officer and sole
director of Iron Eagle Group, a Nevada corporation from its inception on
November 9, 2009 to January 8, 2010 when it was acquired pursuant to the
Share Exchange Agreement described herein. From 2007-2009, Mr. Shapiro
was the vice president of Macquarie Capital Funds, a private equity
group where he was responsible for asset management and investments. In
the summer and fall of 2006, Mr. Shapiro was a legal intern for
Honorable Rosemary Gambardella, a former Chief Judge on the United
States Bankruptcy Court for the District of New Jersey. From 2004-2005,
Mr. Shapiro was the chief executive officer of ProPREG, a biotech firm
49
specializing in pregnancy and fertility. From 1999-2004, Mr. Shapiro
was an associate director of UBS Investment Bank, a global healthcare
investment banking firm.
Mr. Shapiro earned his MBA degree from the University of Pennsylvania's
The Wharton School in 2009. Mr. Shapiro earned a JD degree from the
Seton Hall University School of Law in 2007. Mr. Shapiro earned a MS
degree in accountancy from Zicklin School of Business' Baruch College in
2006. Mr. Shapiro earned a BS degree in computer science from Rutgers
College in 1998.
Mr. Shapiro has earned the following certifications:
- Certified Public Accountant
- Chartered Financial Analyst
- Certified Insolvency and Restructuring Advisor
- Certification in Distressed Business Valuation
- Certified Fraud Examiner
- Certified in Financial Forensics
- Project Management Professional
- Risk Management Professional
Joseph E. Antonini. Mr. Antonini is the former Chairman, President and
CEO of Kmart Corporation. At Kmart, Mr. Antonini began as a management
trainee, at the then S.S. Kresge Company in 1964 and worked his way up
to Chairman of the Board of Directors of the giant retail chain in 1987.
He is credited with leading Kmart into a new era by launching store
renewal programs of unparalleled scope in retail history. They included
expansion of the retailer's specialty store concepts, along with
introduction of the Kmart Super Center, both contributors to setting new
sales and profit records. Mr. Antonini worked with Kmart until 1995.
From 1995 to present, Mr. Antonini has been the chairman of the board of
directors of AWG Ltd., a producer and seller of wine.
In the past, Mr. Antonini has been awarded key positions that include
Chairman of the National Retail Federation and the National Minority
Supplier Development Council. He served on the Board of Directors of:
- Polaroid Corporation, a manufacturer and seller of consumer camera
products, from 2003-2005,
- Chrysler Corporation, a car manufacturer, from 1989-1995,
- Shell Oil Company, a company engaged in oil exploration, reefing
and chemical products, from 1988-1998; and
- NBD Bank (ultimately acquired and merged into Bank One and then
JPMorgan Chase) from 1987-1989.
He is also a recipient of the Horatio Alger Award. Mr. Antonini earned
a Bachelor of Science degree in business administration from West
Virginia University in 1964. In 1992, he was recognized by West
Virginia University as its most distinguished alumni.
Non-Qualified and Incentive Stock Option Plans
----------------------------------------------
The registrant does not currently have any stock option plans.
50
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
To the registrant's knowledge, based solely on a review of the copies of
these reports furnished to it, our officers, directors and 10% control
persons have not complied with applicable Section 16(a) filing
requirements during the six months ended June 30, 2010. The officers,
directors and 10% control persons have represented that the required
reports will be filed on or before October 20, 2010.
Code of Ethics Policy
---------------------
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
--------------------
We have not yet adopted our corporate governance policies and
procedures. Corporate governance policies and procedures are being
drafted and will be adopted upon completion.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the last three fiscal years, with
respect to the individuals serving as our executive officers:
Cash Stock Option All Other
Name Year Salary Awards Awards Compensation Total
$ $ $ $ $
---- ---- ------ ------ ------ ------------ -----
Michael J. Bovalino 2010 53,325 -- -- -- 53,325(1)
Chief Executive 2009 n/a n/a n/a n/a n/a
Officer 2009 n/a n/a n/a n/a n/a
Eric J. Hoffman 2010 37,500 -- -- -- 37,500(1)
Chief Financial 2009 n/a n/a n/a n/a n/a
Officer 2008 n/a n/a n/a n/a n/a
Jason M. Shapiro 2010 50,100 -- -- -- 50,100(1)
Exec. Vice President 2009 n/a n/a n/a n/a n/a
2008 n/a n/a n/a n/a n/a
Glen R. Gamble 2010 96,000 -- -- -- 96,000
Former Chairman and 2009 96,000 -- -- -- 96,000
President 2008 96,000 -- -- -- 96,000
Robert A. Hildebrand 2010 96,000 -- -- -- 96,000
Former Secretary and 2009 96,000 -- -- 130,000(2) 226,000
CFO 2008 96,000 -- -- 50,000(2) 146,000
(1)Mr. Bovalino, Mr. Hoffman and Mr. Shapiro' salaries were accrued and
they have not received any cash payments.
51
(2)Mr. Hildebrand received a cash bonus of $130,000 for the year ended
June 30, 2009 and a cash bonus of $50,000 for the year ended June 30,
2008.
Bovalino Employment Agreement. Mr. Bovalino was hired as the chief
executive officer in April 2010. In connection with his employment, the
registrant entered into a 30 month employment agreement on April 26,
2010. The employment agreement provides for an annual base salary of
$300,000, payable as $175,000 in cash and $125,000 in stock awards. The
agreement also provides for an annual incentive of 100% of his base
salary. Upon termination by the registrant for Cause or Employee's
voluntary termination without Good Reason, Employee will receive a)
three (3) months of Base Salary if such termination occurred within one
(1) year of the signing of this Agreement or b) nine (9) months of Base
Salary if such termination occurred over one (1) year from the signing
of this Agreement. On September 13, 2010, the registrant amended the
employment agreement with Mr. Bovalino. The amendment changed the
allocation between cash and stock payments for base and bonus
compensation, but had no impact on total compensation. Mr. Bovalino's
cash based salary increased to $215,000 and stock based salary decreased
to $85,000. The allocation of the annual incentive payment between cash
and stock changed to $175,000 and $125,000, respectively.
Hoffman Employment Agreement. Mr. Hoffman was hired as the chief
financial officer in May 2010. In connection with his employment, the
registrant entered into a 24 month employment agreement on May 4, 2010.
The employment agreement provides for an annual base salary of $225,000,
payable as $125,000 in cash and $100,000 in stock awards. The agreement
also provides for an annual incentive of 100% of his base salary payable
in a ratio consistent with his base salary.
On September 13, 2010, the registrant amended the employment agreement
with Mr. Hoffman. The amendments changed the allocation between cash
and stock payments for base and bonus compensation, but had no impact on
total compensation. Mr. Hoffman's cash based salary increased to
$165,000 and stock based salary decreased to $60,000. The allocation of
the annual incentive payment between cash and stock changed to $125,000
and $100,000, respectively.
Shapiro Employment Agreement. Mr. Shapiro was hired as the chief
financial officer in December 29, 2009 to May 4, 2010. Upon the hiring
of Eric Hoffman as chief financial officer, Mr. Shapiro's title and
responsibilities changed to executive vice president of corporate
Strategy. Pursuant to the employment agreement entered into by the
registrant, Mr. Shapiro receives an annual compensation of $200,000 in
cash and is eligible to receive a cash bonus of up to 200% of base
salary, at the discretion of the board of directors.
Former officers and directors resignations. Glen R. Gamble resigned
from the registrant effective August 18, 2010. In connection with his
resignation and to ensure a smooth transition, the registrant agreed to
pay Mr. Gamble $8,000 per month in connection with consulting services
to be provided until such time the registrant no longer requires Mr.
Gamble's services.
52
Robert Hildebrand resigned from the registrant effective August 18,
2010. In connection with his resignation and to ensure a smooth
transition, the registrant agreed to pay Mr. Hildebrand $8,000 per month
for consulting services to be provided until such time the registrant no
longer requires Mr. Hildebrand's services.
Director Compensation
Independent directors receive an initial stock award of $50,000 for
joining the registrant's board of directors. They shall also receive
$100,000 a year in compensation that consists of $50,000 in stock awards
and $50,000 in cash. Non-independent directors do not receive any
compensation for serving on the board.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of September 30, 2010, with
respect to 1) each person who is known by us who beneficially owns more
than 5% of our common stock, 2) each director and named executive and 3)
all of our directors and officer as a group. Each named beneficial
owner has sole voting and investment power with respect to the shares
set forth opposite his name.
Percentage of
Number & Class (1) Outstanding
Name and Address of Shares Common Shares
---------------- -------------- -------------
Michael J. Bovalino
448 West 37th Street, Suite 9G
New York, NY 10018 0 0.00%
Eric J. Hoffman
448 West 37th Street, Suite 9G
New York, NY 10018 0 0.00%
Jason Shapiro
448 West 37th Street, Suite 9G
New York, NY 10018 2,478,741 21.50%
Joseph E. Antonini
448 West 37th Street, Suite 9G
New York, NY 10018 38,462 0.33%
Gary J. Giulietti
448 West 37th Street, Suite 9G
New York, NY 10018 41,667 0.36%
All Directors & Officers
as a group (5 persons) 2,558,870 22.20%
Jake Shapiro
448 West 37th Street, Suite 9G
New York, NY 10018 2,478,741 21.50%
53
Steve Gropp
1803 North Stafford Street
Arlington, VA 22207 2,478,741 21.50%
June J. Masaki
59 Damonte Rancn Parkway
Suite B - 4296
Reno, NV 89521 857,164 7.40%
Galileo Partners, LLC(1)
1063 Gayley Ave
Los Angeles, CA. 90024 1,000,000 8.70%
Nevada Irrevocable Trust(2)
3540 W. Sahara Ave.
Suite 153
Las Vegas, NV 89102 857,164 7.40%
(1)Galileo Partners, LLC is an investment firm. Steven S. Antebi, a
non-affiliate, is the president and chief executive officer.
(2)The trustee for the Nevada Irrevocable Trust is Mio L. Bonilla, a
non-affiliate.
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
beneficial ownership of a security consists of sole or shared voting
power or investment power with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each holder above has sole voting or
investment power with respect to all shares of common stock listed as
beneficially owned by that holder.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Jason M. Shapiro, executive vice president and director, is a
significant shareholder and the brother of Jake Shapiro, also a
significant shareholder. Jason and Jake Shapiro each own 21.5% of the
registrant's common stock. Jason M. Shapiro is not independent as such
term is defined by a national securities exchange or an inter-dealer
quotation system.
Iron Eagle Nevada entered into an agreement on November 15, 2009 with
Belle Haven Partners, LLC to assist Iron Eagle Nevada with obtaining
government contracts, business development planning, raising capital,
and accessing the public markets. Jake Shapiro and Steve Gropp, who are
both significant shareholders, provide services to Iron Eagle Nevada and
Iron Eagle Delaware under the terms of the Belle Haven Agreement. This
agreement was unanimously approved by all shareholders of Iron Eagle
Group Nevada and all the independent directors of the registrant.
54
Iron Eagle Nevada agreed to pay Belle Haven $20,000 per month starting
September 1, 2009, as well as to reimburse Belle Haven for all out-of-
pocket expenses. The Belle Haven Agreement was assumed by Iron Eagle
Delaware by unanimous approval of the Board of Directors of Iron Eagle
Delaware. As of June 30, 2010, Iron Eagle Nevada had accrued $133,333 of
out-of-pocket expenses and $140,000 of consulting expenses payable to
Belle Haven and Iron Eagle Delaware had accrued $60,000 of consulting
expenses to Belle Haven.
During the years ended June 30, 2009 and 2008, we paid affiliated
companies $78,500 and $130,000, respectively, for consulting services.
Glen Gamble, our former chairman and president, and Dutch Hildebrand,
our former chief financial officer and secretary are executives with the
affiliated companies. A portion of these amounts are included in the
loss from discontinued operations.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
----------
We incurred fees of $72,810 and $85,001 for fiscal year 2010 and 2009,
respectively. Such fees include professional services from the audit of
the financial statements included in this Form 10-K and for services
that are normally provided by the principal accountant in connection
with regulatory filings or engagements.
Tax Fees
--------
We did not incur any tax fees for tax compliance or other tax services
from Kelly and Company in fiscal years 2010 and 2009.
All Other Fees
--------------
We did not incur any other fees from Kelly and Company during fiscal
2010 and 2009.
We intend to continue using Kelly and Company solely for audit and
audit-related services, tax consultation and tax compliance services.
55
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets as of June 30, 2010 and 2009
Statements of Operations For Each of the Years Ended
June 30, 2010 and 2009 and the Period from April 1,
2010 (Commencement of the Current Development Stage)
to June 30, 2010
Statements of Stockholders' Equity For the Years Ended
June 30, 2010 and 2009
Statements of Cash Flows For Each of the Years Ended
June 30, 2010 and 2009 and the Period from April 1, 2010
(Commencement of the Current Development Stage) to June
30, 2010
Notes to Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof:
None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31) 302 certifications
(32) 906 certifications
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on
October 13, 2010
Iron Eagle Group, Inc.
/s/Eric J. Hoffman
------------------------------------
By: Eric J. Hoffman, Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ Michael J. Bovalino Chief Executive Officer October 13, 2010
------------------------
Michael J. Bovalino
/s/ Eric J. Hoffman Chief Financial Officer October 13, 2010
------------------------ Controller
Eric J. Hoffman
/s/ Jason M. Shapiro Director October 13, 2010
------------------------
Jason Shapiro
/s/ Gary J. Giulietti Director October 13, 2010
------------------------
Gary J. Giulietti
/s/ Joseph E. Antonini Director October 13, 2010
------------------------
Joseph E. Antonini
