SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                            Amendment 1 to
                              FORM 8-K

                           Current Report
                   Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act

                          November 23, 2010
            Date of Report (Date of Earliest Event Reported)


                       Iron Eagle Group, Inc.
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           (Exact name of registrant as specified in its charter)


        Delaware                    0-22965             84-1414869
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(State or other jurisdiction  (Commission File Number  (I.R.S. Employer
of incorporation or organization                       Identification
                                                             Number)

          448 West 37th Street, Suite 9G
          New York, New York                             10018
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     (Address of principal executive offices,          Zip Code)

                             (888) 481-4445
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          (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

                           Explanatory Note

This amendment 1 to Form 8-K is being filed solely to include the
proforma statements required pursuant to Regulation S-X.






2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits No. Description --- ----------- 10-1 Member Interest Purchase Agreement dated January 21, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 10-2 Pledge and Assignment of Membership Interest dated January 21, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 10-3 Jason M. Shapiro Employment Agreement effective January 1, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 10-4 Joseph LoCurto Consulting Agreement effective January 1, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 10-5 Jed Sabio Employment Agreement effective January 1, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 10-6 Lease between the registrant and Belle Haven Capital, LLC dated September 1, 2010 and amended on January 1, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-1 Press release dated November 29, 2010 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-2 Press release dated January 25, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-3 Media Relations Agreement between the registrant and Market Update Network Corp. incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-4 Press release dated February 1, 2011 incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-5 Financial Statements of Sycamore Enterprises LLC incorporated by reference to Form 8-K dated November 23, 2010 filed on February 4, 2011 99-6 Proforma financial statements
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Iron Eagle Group, Inc. By: /s/ Jason Shapiro ------------------------ Jason Shapiro Chief Executive Officer Dated: April 7, 2011
4 The following proforma information reflects the acquisition of Delta by Iron Eagle. The Unaudited Proforma Consolidated Balance Sheet as of December 31, 2010 and Unaudited Proforma Consolidated Income Statement for the year ended December 31, 2010 have been prepared to reflect the acquisition and the adjustments described in the accompanying notes. The historical financial statements for Iron Eagle are presented from audited financial statements as of and for the year ended December 31, 2010. The historical unaudited financial statements for Delta are prepared as of and for the year ended December 31, 2010. The Unaudited Proforma Consolidated Balance Sheet is prepared as of the acquisition occurred on December 31, 2010. The Unaudited Proforma Consolidated Income Statement was prepared assuming the acquisition occurred on January 1, 2010. The proforma financial information is unaudited and not necessarily indicative of the actual financial position of the Company as of December 31, 2010 or what the actual results would have been assuming the acquisition had been consummated at the beginning of the periods presented, nor does it purport to represent the future financial position and results of operations for future periods.
5 IRON EAGLE GROUP, INC. FINANCIALS Pro Forma Consolidated Balance Sheet December 31, 2010 (Unaudited) December 31, 2010 --------------------------- Delta Iron Eagle(a) Mechanical(b) Adjustments(c) Pro Forma ------------- ------------- -------------- --------- (Unaudited) ASSETS Current Assets Cash $ 976 $ 2,168,186 $ - $ 2,169,162 Contracts Receivable, Net - 15,571,073 - 15,571,073 Costs and Estimated Earnings in Excess of Billings - 701,615 - 701,615 Deposits - 133,950 - 133,950 Other Prepaid Assets 611,563 330,379 - 941,942 Other Assets 6,000 - - 6,000 ---------- ----------- ---------- ----------- Total Current Assets $ 618,539 $18,905,203 - $19,523,742 Fixed Assets, Net of Accumulated Depreciation $ 2,150 $ 303,067 - $ 305,217 Goodwill - - 4,615,841 4,615,841 Non-Compete - - 300,000 300,000 ---------- ----------- ---------- ----------- TOTAL ASSETS $ 620,689 $19,208,270 $4,915,841 $24,744,800 ========== =========== ---======= =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable - Related Parties $ 479,439 $ 0 - $479,439 Accounts Payable 78,409 10,051,160 - 10,129,569 Advances From Officer 289,758 - - 289,758 Other Accrued Liabilities 795,936 233,708 - 1,029,644 Note Payable - Related Party 18,773 750,000 - 768,773 Billings in Excess of Costs and Estimated Earnings - 2,646,431 - 2,646,431 Current Maturities - Note Payable - 3,460 - 3,460 Accrued Distribution - Taxes - 621,478 - 621,478 Capital Lease 2,344 - - 2,344 Seller's Note - - 9,000,000 9,000,000 Shares to be Issued 42,155 - - 42,155 Line of Credit 50,000 - - 50,000 ---------- ----------- ---------- ----------- Total Current Liabilities $1,756,814 $14,306,237 $9,000,000 $25,063,051 ---------- ----------- ---------- -----------
6 Note Payable - Long Term, Less Current - 4,553 - 4,553 Earn-out - - 813,321 813,321 ---------- ----------- ---------- ----------- TOTAL LIABILITIES $1,756,814 $14,310,790 $9,813,321 $25,880,925 Stockholders' Equity Preferred Stock (0 and 0 shares issued and outstanding) - - - - Common Stock (11,571,706 and 1,000 shares issued and outstanding) 116 - - 116 Additional Paid in Capital 79,851 - - 79,851 Accumulated Deficit (1,216,092) 4,897,480 (4,897,480) (1,216,092) ---------- ----------- ---------- ----------- Total Stockholders' Equity (1,136,125) 4,897,480 (4,897,480) (1,136,125) ---------- ----------- ---------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 620,689 $19,208,270 4,915,841 $24,744,800 ========== =========== ========== =========== Consideration: Seller's Note 9,000,000 Earnout - over 4 years 813,321 Present Value of ----------- Earnout Total Purchase Price $ 9,813,321 Allocation of Purchase Price ---------------------------- Equity of Delta Mechanical Contractors $ 4,897,480 Non-compete 300,000 Customer Contracts - Goodwill 4,615,841 ----------- Total Allocation $ 9,813,321
7 IRON EAGLE GROUP, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements As of December 31, 2010 and 2009 (a) Scheduled from Iron Eagle's audited consolidated balance sheet as of December 31, 2010 (b) Scheduled from Delta's unaudited balance sheet as of December 31, 2010 (c) Adjustments made to allocate the purchase price of Delta. With the acquisition of Delta, the Company received $18,905,203 in current assets and $303,067 of fixed assets, which were depreciated and approximated fair value. The Company assumed current liabilities of $14,306,237 and a $4,553 long term note payable. The former Delta members have a four year earn-out that has been recorded at the net present value of the future cash flows. Specifically identified intangibles include $300,000 for non-compete agreements with the former owner and goodwill of $4,802,520.
43 IRON EAGLE GROUP, INC. FINANCIALS Pro Forma Consolidated Income Statement For the Year Ended December 31, 2010 Year Ended December 31, 2010 ---------------------------- Delta Iron Eagle(a) Mechanical(b) Adjustments Pro Forma --------- ----------- --------- ----------- REVENUES $ - $47,274,347 $ - $47,274,347 COST OF SALES - 41,848,069 41,848,069 --------- ---------- -------- ----------- GROSS PROFIT - 5,426,278 5,426,278 OPERATING EXPENSES Shares Issued for Services 30,000 - - 30,000 Operating Expenses 118,419 1,247,499 - 1,365,918 Compensation Expense 506,319 1,541,703 - 2,048,022 Professional Fees 129,117 681,666 - 810,783 Professional Fees to Related Parties 158,400 - - 158,400 --------- ---------- -------- ----------- TOTAL OPERATING EXPENSES 942,255 3,470,868 - 4,413,123 --------- ---------- -------- ----------- NET OPERATING INCOME (LOSS) (942,255) 1,955,410 - 1,013,155 OTHER INCOME (EXPENSE) (2,865) (85,771) - (88,636) --------- ---------- -------- ----------- NET INCOME (LOSS) BEFORE INCOME TAXES (945,120) 1,869,639 - 924,519 Provision for Income Taxes (Expense) Benefit - - - - --------- ---------- -------- ----------- NET INCOME (LOSS) $(945,120) $1,869,639 $ - $ 924,519 ========= ========== ======== =========== EARNINGS PER SHARE Earnings per Share, basic and diluted $ (0.22) $ 0.22 ========= =========== Weighted Average Shares Outstanding, basic and diluted 4,277,132 4,277,132 ========= ===========
9 IRON EAGLE GROUP, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements As of December 31, 2010 and 2009 (a) Scheduled from Iron Eagle's audited consolidated income statement for the year ended December 31, 2010 (b) Scheduled from Delta's unaudited income statement for the year December 31, 2010