SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment 2 to
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
January 11, 2010
Iron Eagle Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22965 84-1414869
(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, NY 10018
(Address of principal executive offices) Zip Code)
(888) 481-4445
(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 2 to Form 8-K relates to the completion of the Share
Exchange Agreement dated January 8, 2010 and is being filed for the
sole purpose of correcting the closing date for accuracy and filing the
proforma consolidated financial statements of Iron Eagle Group, Inc., a
Delaware Corporation. The contents of Form 8-K dated January 11,
2010, including amendments are hereby incorporated herein by reference.
2
ITEM 1.02 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 2010, the remaining performance obligation required
under the January 8, 2010 exchange agreement between Iron Eagle Group,
a Nevada corporation, its shareholders, and Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.), a Delaware corporation, has been
satisfied.
The consideration for the transaction, the share exchange, was
completed in January. At that time shareholders of Iron Eagle Nevada
exchanged their shares for shares of Iron Eagle Delaware (formerly
Pinnacle Resources). As part of the agreement, i) the shares previously
held in escrow have been released and ii) Glen R. Gamble and R.A.
Hildebrand have resigned as officers and directors of Iron Eagle.
Share Exchange Agreement dated January 8, 2010
On January 8, 2010, the registrant agreed in principal to the terms of
a share exchange agreement with Iron Eagle Group, a Nevada corporation
and the shareholders of Iron Eagle.
Pursuant to certain terms of the Agreement, the registrant issued from
its treasury an aggregate of 373,491,825 shares of its common stock to
the Iron Eagle Nevada shareholders. In exchange, the Iron Eagle Nevada
Shareholders surrendered all of their issued and outstanding Iron Eagle
Nevada one-class common stock. The Agreement shares were held by an
escrow agent until Iron Eagle Nevada had completed the "Acquisition
Requirement". However, the Iron Eagle Nevada shareholders had voting
rights on the Agreement Shares by means of a voting trust through the
escrow agent while the shares are in Trust and the Agreement was
pending.
The Acquisition Requirement required that, on or before October 8,
2010:
(i) Iron Eagle Nevada shall acquire one or more construction,
infrastructure or related companies with aggregate fiscal 2009 or last
twelve months audited EBITDA, adjusted for non-recurring expenses, of
at least $1,800,000; or
(ii) The Corporation's board of directors unanimously votes to
authorize the release of the Agreement Shares.
If Iron Eagle Nevada failed to meet the Acquisition Requirement, the
Agreement Shares were to be returned by the escrow agent to the
Corporation.
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ITEM 9.01 Financial Statements and Exhibits
Exhibits
No. Description
2.1 Share Exchange between Pinnacle Resources, Inc. and the
Shareholders of Iron Eagle Group and Meister Seelig & Fein
LLP incorporated by reference to Form 8-K filed on January
11, 2010
2.2 Escrow Agreement between Pinnacle Resources, Inc. and the
Shareholders of Iron Eagle Group and Meister Seelig & Fein
LLP incorporated by reference to Form 8-K filed on January
11, 2010
99-1 Financial Statements of Iron Eagle Group, a Nevada
Corporation, for the year ended December 31, 2009
incorporated by reference to amendment 1 to Form 8-K filed
on January 11, 2010 which was filed on September 2, 2010
99-2 Financial Statements of Iron Eagle Group, a Nevada
Corporation for the unaudited interim period ended
June 30, 2010
99-3 Proforma Consolidated Financial Statements of Iron Eagle
Group, Inc., a Delaware Corporation for Acquisition of Iron
Eagle Delaware
99-4 Press Release dated August 26, 2010 incorporated by
reference to amendment 1 to Form 8-K filed on January 11,
2010 which was filed on September 2, 2010
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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 M. Shapiro
------------------------
Jason M. Shapiro
Chief Executive Officer
Dated: May 12, 2011
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Exhibit 99-3
Iron Eagle Group (Pro Forma for Acquisition of Iron Eagle Delaware)
Balance Sheet
As of June 30, 2010
Iron Eagle Iron Eagle Transaction Pro Forma
Delaware Nevada Adjustment Financials
ASSETS
Current assets:
Cash $ 1,335 $ - $ 1,335
Available for sale
marketable securities
of affiliate 100 - 100
Sublease rent receivable,
net of a reserve of $4,500 1,000 - 1,000
Note receivable - 10,000 (10,000) -
Advance 5,000 - 5,000
Prepaid expenses 832,890 - 832,890
----------- ----------- ----------- -----------
Total current assets 840,325 10,000 (10,000) 840,325
Equipment and leasehold
improvements, net of
accumulated depreciation
of $14,737 3,127 - - 3,127
----------- ----------- ----------- -----------
Total assets $ 843,452 $ 10,000 $ (10,000) $ 843,452
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 194,138 - $ 194,138
Accounts payable to related
parties - - 286,143 286,143
Accrued compensation 260,403 90,000 350,403
Capital lease - current 2,538 - 2,538
Officer advances 44,603 - 44,603
Accrued related party consulting
fees 60,000 - 60,000
Note Payable - Related Party - 16,564 16,564
Line of credit 50,469 - 50,469
----------- ----------- ----------- -----------
Total current liabilities 612,151 392,707 - 1,004,858
Capital lease - long-term portion 1,150 - 1,150
----------- ----------- ----------- -----------
Total liabilities 613,301 392,707 - 1,006,008
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Stockholders' equity:
Preferred stock - - -
Common stock 115 1 (1) 115
Additional paid-in capital 4,799,523 - (4,799,523) -
Accumulated deficit (4,569,487) (382,708) 4,789,524 (162,671)
----------- ----------- ----------- -----------
Total stockholders' equity 230,151 (382,707) (10,000) (162,556)
----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity $ 843,452 $ 10,000 $ (10,000) $ 843,452
=========== =========== =========== ===========
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Iron Eagle Group (Pro Forma for Acquisition of Iron Eagle Delaware)
Income Statement
Year Ending June 30, 2010
Cumulative
Since Inception
Year Ending (November 9, 2009 Transaction Pro Forma
June 30, 2010 Through June 30, 2010) Adjustment Financials
------------- --------------------- ---------- ----------
Operating expenses:
Compensation expense $ 395,965 $ 90,000 $ 485,965
Professional fees 104,477 15,972 120,449
General and administrative 406,611 172 406,783
Professional fees - related
party 78,500 275,000 353,500
Impaired mining claims 21,000 21,000
Bad debt expense 254,819 254,819
----------- --------- --------- ----------
Total operating expenses 1,261,372 381,144 - 1,642,516
Operating loss (1,261,372) (381,144) - (1,642,516)
Other income (expense):
Interest income 53,121 53,121
Interest expense (2,536) (1,564) (4,100)
Interest income - related
party - -
Loss on marketable
securities (179,900) (179,900)
Other (expense) (3,706) (3,706)
----------- --------- --------- ----------
Other expense (133,021) (1,564) - (134,585)
Net loss before income
tax benefit (1,394,393) (382,708) - (1,777,101)
Income tax benefit - - - -
----------- --------- --------- =----------
Net loss $(1,394,393) $(382,708) - $(1,777,101)
=========== ========= ========= ===========
