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
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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
