SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period  ___________ to ____________.

Commission File Number 0-22965

IRON EAGLE GROUP, INC.

 (Exact name of registrant as specified in its charter)

Delaware		27-1922514
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

61 West 62^nd Street, Suite 23F, New York, NY 10023

(800) 481-4445

(Registrant's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes [X]   No [     ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]   No [ ]

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer    [  ]		Accelerated Filer                      [  ]
Non-Accelerated Filer      [  ]		Smaller Reporting Company   [X]

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act:  Yes [    ]  No [X]

As of August 2, 2012, there were 7,780,568 shares of common stock of the issuer outstanding.

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PART I -- FINANCIAL INFORMATION

Iron Eagle Group, Inc.

FORM 10-Q

INDEX

	Page
PART I-FINANCIAL INFORMATION
Item 1:Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011	4
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2012 and 2011 and for the period from inception (November 9, 2009) through March 31, 2012	6
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2012 and 2011 and for the period from inception (November 9, 2009) through March 31, 2012	8
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3: Quantitative and Qualitative Disclosure About Market Risk	34
Item 4: Controls and Procedures	34
PART II-OTHER INFORMATION
Item 1: Legal Proceedings	36
Item 1A: Risk Factors	36
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3: Defaults Upon Senior Securities	37
Item 4: Mine Safety Disclosures	37
Item 5: Other Information	37
Item 6: Exhibits	37
SIGNATURES	38

3

PART I – Financial Information

Item 1.  Condensed Consolidated Financial Statements

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed Consolidated Balance Sheets (Unaudited)

(continued on next page)

4

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed Consolidated Balance Sheets (Unaudited)

(continued)

The notes are an integral part of these condensed consolidated financial statements.

5

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed Consolidated Statement of Operations (Unaudited)

	Three Months	Three Months	Cumulative
	Ended	Ended	Since Inception
	March 31, 2012	March 31, 2011	(November 9, 2009)
		(Restated)	(Restated)
REVENUE	$ 0	$ 0	$ 0
COST OF REVENUE	0	0	0
GROSS PROFIT	0	0	0
OPERATING EXPENSES
General and Administrative Expense	21,752	137,345	508,307
Compensation Expense	322,305	501,250	2,091,285
Professional Fees	210,155	215,283	1,580,220
Professional Fees to Related Parties	45,000	60,000	658,400
TOTAL OPERATING EXPENSES	599,212	913,878	4,838,212
NET OPERATING LOSS	(599,212)	(913,878)	(4,838,212)
Warrant Derivative Liability (Expense) Income	(29,831)	0	23,236
Interest and Other Income (Expense)	65,044	(1,877)	(231,582)
OTHER INCOME (EXPENSE)	35,213	(1,877)	(208,346)
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(563,999)	(915,755)	(5,046,558)
Provision for Income Taxes	0	0	0
LOSS FROM CONTINUING OPERATIONS	(563,999)	(915,755)	(5,046,558)

(continued on next page)

6

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed Consolidated Statement of Operations (Unaudited)

(continued)

DISCONTINUED OPERATIONS, NET OF TAXES (NOTE 12)
Income (Loss) from Discontinued Operations of Delta Mechanical, Net of Taxes	$ 0	$ 89,465	$ (252,266)
Gain on Disposal of Discontinued Operations, Net of Taxes			252,266
NET LOSS	$ (563,999)	$ (826,290)	$ (5,046,558)
Loss per Share from continuing operations, basic and diluted	$ (0.10)	$ (0.63)
Earnings per share from discontinued operations	$ 0.00	$ 0.06
Net Loss per Share, basic and diluted	$ (0.10)	$ (0.57)
Weighted Average Shares Outstanding, basic and diluted	5,661,381	1,455,099

The notes are an integral part of these condensed consolidated financial statements.

7

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed Consolidated Statement of Cash Flows (Unaudited)

(continued on next page)

8

IRON EAGLE GROUP, INC

(A Development Stage Company)

Condensed and Consolidated Statement of Cash Flows (Unaudited

(continued)

The notes are an integral part of these condensed consolidated financial statements.

9

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: NATURE OF ACTIVITIES

Nature of Activities, History and Organization:

Iron Eagle Group, Inc. (“Iron Eagle” 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.

Iron Eagle provides construction and contracting services in both the commercial and government markets.  Iron Eagle believes their management consists of business leaders in construction, government contracting, defense, finance, operations, and business development. Management has a strategic plan to capitalize on the $100 billion market opportunity in infrastructure construction created by the Federal government’s stimulus package (Construction Outlook 2011 Report, McGraw Hill Construction) in addition to the billions of federal funds that have been approved to be spent at the state level for projects throughout the United States.  There can be no assurance that the Company will not encounter problems as it attempts to implement its business plan.  

The Company is in the development stage and presents its consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.   As of March 31, 2012, the Company had three full-time employees, owned minimal fixed assets and has not generated revenue.  

On January 8, 2010, Iron Eagle entered into a share exchange agreement to acquire 100 percent of the outstanding common stock of Iron Eagle Group (a Nevada corporation) (“Iron Eagle Nevada”).  On August 18, 2010, Iron Eagle issued 1,167,162 shares of common stock in exchange for a 100 percent equity interest in Iron Eagle Nevada.  This combined with 301,952 common shares previously outstanding at the time totaled 1,469,114 common shares. As a result of the share exchange, Iron Eagle Nevada became the wholly owned subsidiary of Iron Eagle.  The shareholders of Iron Eagle Nevada owned a majority of the voting stock of Iron Eagle.  Therefore, the transaction was regarded as a reverse merger whereby Iron Eagle Nevada was considered to be the accounting acquirer as its shareholders retained control of Iron Eagle after the exchange, although Iron Eagle is the legal parent company.  The share exchange was treated as a recapitalization of Iron Eagle Nevada.  As such, Iron Eagle Nevada (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Iron Eagle had always been the reporting company and then on the share exchange date, recapitalized its capital stock.     

10

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: NATURE OF ACTIVITIES (continued)

Nature of Activities, History, and Organization (continued)

As a result of the recapitalization, the Company changed its fiscal year from June 30^th to December 31^st, to conform to the year-end of Iron Eagle Nevada.  

On August 15, 2011, the Company enacted an 1-for-8 reverse split of its outstanding common stock.  Retroactive restatement has been given to all share prices and number of shares for this filing, and accordingly, all amounts including per share amounts are reflected on a post-split basis.    

On January 21, 2011, Iron Eagle Group, Inc. acquired all of the members' interests in Sycamore Enterprises, LLC.  Sycamore Enterprises, LLC is a 100 percent holder of all of the membership interests of Delta Mechanical Contractors, LLC, a mechanical contractor (“DMC”).

The purchase price of approximately $9.0 million was paid by the Company’s issuance of a purchase note (the “Purchase Note”) originally due on June 2, 2011.  Subsequent to the acquisition, the Company and Bruce Bookbinder, the former owner of DMC and its parent entity, agreed to reduce the Purchase Note to $8.7 million pursuant to clauses in the acquisition agreement.

On May 31, 2011, Mr. Bookbinder agreed to extend the due date of the Purchase Note to September 2, 2011.  The Company’s debt obligation was secured by a pledge of 100 percent of the membership interest in Sycamore Enterprises LLC.  The Company had planned to raise the capital to repay the Purchase Note through public and private markets. The Company was unable to raise the capital by the due date and on September 23, 2011, Mr. Bookbinder exercised his right to revert 100 percent of the membership interest back to him that also simultaneously extinguished the Purchase Note plus accrued interest of $190,147, As such the operations of DMC for the three months ended March 31, 2011 have been presented as discontinued operations.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Iron Eagle have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein.

11

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: NATURE OF ACTIVITIES

Basis of Presentation (continued)

These condensed consolidated financial statements are prepared on a consistent basis with, and should be read in conjunction with, the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2011, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments that are necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results that may be achieved for the full year.

Loss per Share:

The basic and diluted loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period covered.  

Consideration of all of the Company’s warrants in the loss per share computation has not been included in any period presented because the results would be anti-dilutive.

Reclassification

Certain prior year’s amounts have been reclassified to conform to current year presentation.

Financial Condition and Going Concern:

The Company has a deficit accumulated through the development stage through March 31, 2012 totaling $5,046,558 and recurring losses and negative cash flows from operations.  Because of these conditions, the Company will require additional working capital to develop its business operations.  

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 its 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 the Company's ability to raise funds to close on identified acquisitions.  Management believes the construction market continues to remain weak. 

12

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: NATURE OF ACTIVITIES (continued)

Financial Condition and Going Concern (continued)

The Company is uncertain what potential acquisitions will be available to it in the near future, or whether, if they are available, if they will be able to raise funds necessary to take advantage of these opportunities.    Management believes that the efforts it has made to promote its business will continue for the foreseeable future.  These conditions raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Recent Accounting Pronouncements:

The Company has evaluated and does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.  

NOTE 2 – PREPAID EXPENSES

The Company has entered into contracts for investor relations and consulting services to assist in the financing and purchasing of construction related entities.  All services were prepaid with Company shares and warrants that vested immediately.  The values of the services to be rendered are amortized on a straight line basis each month over the terms of the contract service periods.  The services remaining to be provided as of March 31, 2012 and December 31, 2011 are reflected as a prepaid expense.     

NOTE 3– RELATED PARTY TRANSACTIONS

The Company entered into an agreement on November 15, 2009 with Belle Haven Partners, LLC (“Belle Haven”) to assist Iron Eagle with business development planning, raising additional capital, and accessing the public markets.  One of Belle Haven’s principals is also an officer of the Company, and the entities have common ownership.  Iron Eagle agreed to pay Belle Haven $20,000 per month starting September 1, 2009, as well as to reimburse them for all out-of-pocket expenses.  Belle Haven agreed to waive their compensation earned during the first quarter of 2011.  The consulting expense to Belle Haven began to accrue again as of April 1, 2011.  The Company had $45,000 at March 31, 2012 and  $659,439 at December 31, 2011 in amounts due to Belle Haven.  

13

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 3- RELATED PARTY TRANSACTIONS (continued)

On January 27, 2012, Belle Haven agreed to convert $659,439 into common shares at a conversion price of $0.25 a share. On January 27, 2012, the Company amended the term for the Belle Haven consulting agreement to end on June 30, 2012 and the monthly compensation for consulting services was reduced from $20,000 a month to $15,000 a month for the six month period ending on June 30, 2012.  

On September 1, 2010, the Company also entered into a one year lease for its New York, New York offices with Belle Haven Capital, LLC an entity which is owned by Jason Shapiro, the Company’s current Chief Financial Officer, for $2,100 a month beginning September 1, 2010.  As of September 1, 2011, the Company renewed the lease for an additional year.

On December 31, 2009, the Company entered in two note agreements with Jason Shapiro, the Company’s current Chief Financial Officer, for a total of $15,000.  These notes, which bear a 10 percent interest rate, were originally due on June 30, 2010, and had been extended until June 30, 2011 and, as of March 31, 2012, are in default.  

The Company also owed Mr. Shapiro $73,943 at March 31, 2012 and $66,531 at December 31, 2011 for operating expenses, which include professional fees for audit, rent, legal, and investor relations.  On March 15, 2011 the Company converted $250,000 of the advances into a third note agreement bearing interest at 10 percent and due December 15, 2011.  The note was in default and the interest rate was automatically raised to 15 percent on January 15, 2012.  As of the date of this filing, the Note is in default.

On March 8, 2011 the Company entered into note agreements with two related parties (the Company’s former Chairman of the Board and the Company’s Executive Vice President) for the receipt of $60,000 for working capital purposes. These notes have similar terms, bearing an interest rate of 10 percent and are due in full upon the earlier of the Company receiving at least $75,000 of funding or 90 days after issuance with renewable 30 day periods, at the holder’s sole discretion.  In addition if not repaid at maturity or extended by the note holders the note holders are to receive 12,500 shares of common stock.  As of the date of this filing the notes were in default.

On July 22, 2011, Jed Sabio, the Company’s Executive Vice President, purchased for a consideration of $250 from Jason M. Shapiro and Jake Shapiro, a stockholder and brother of Jason M. Shapiro, an aggregate of 62,500 shares of Iron Eagle common stock (31,250 shares purchased from each).  

14

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 3-RELATED PARTY TRANSACTIONS (continued)

Mr. Sabio agreed not to sell or offer to sell these shares or any other shares he owns in the Company for a period of 12 months following the completion of the initial public offering except as per a Board approved lock-up agreement.  

NOTE 4 – ACCRUED COMPENSATION

The Company has entered into employment agreements with the Company’s management team, as outlined in Note 11.  As of March 31, 2012 and December 31, 2011, no cash compensation has been paid, and the Company has accrued amounts pursuant to these agreements.  On January 27, 2012, the Company entered into an agreement with certain Officers and Directors to convert accrued compensation due them at December 31, 2011 totaling $586,360 into common shares of the Company at a conversion price of $0.25 a share.  Accrued compensation as of March 31, 2012 totaled $1,184,436.

NOTE 5– LINE OF CREDIT

The Company has a $50,000 revolving line of credit with a U.S. financial institution.  As of March 31, 2012 and December 31, 2011, the outstanding balance is $50,000, and carries an interest rate of prime plus 3 percent (6.25 percent at March 31, 2012).

NOTE 6 – DEBT

On January 21, 2011, as part of the purchase price of Delta Mechanical, the Company issued a  note of $9,000,000 to Bruce A. Bookbinder (“Seller Note”) which was subsequently adjusted to $8,675,463 pursuant to a working capital adjustment.  The Seller Note was secured by the Company’s membership interest in Sycamore Enterprises LLC, Delta Mechanical’s parent.  The due date for the Seller Note was June 2, 2011, which was subsequently extended to September 2, 2011.

The Company had planned to raise the capital to repay the buyer note through public and private markets.  Due to market conditions, the Company was unable to raise the capital by the due date and on September 21, 2011, Mr. Bookbinder exercised his right to revert 100 percent of the membership interest back to him which also simultaneously extinguished the Seller note plus accrued interest.

On March 8, 2011, the Company entered into a note agreement with Alliance Advisors for $7,500 in consideration for receipt of cash by the Company.  

15

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 6-DEBT (continued)

The note had an interest rate of 12 percent and was due upon the earlier of June 8, 2011, or the Company receiving $100,000 of funding unless renewed.  On September 27, 2011, the Company repaid the note and accrued interest through the issuance of 14,804 shares of common stock valued at $.55 a share.

On March 8, 2011 the Company entered into note agreements with the Company’s Chairman of the Board and the Company’s Executive Vice President for a total of $60,000 as outlined in Note 4.

On March 17, 2011 the Company converted $250,000 of the “Advances from Officers” from the Company’s CFO into a note agreement as outlined in Note 4.

NOTE 7 - WARRANT DERIVATIVE LIABILITY

ASC 815-40-15 “Derivatives and Hedging” requires freestanding contracts that are settled in our own stock, including common stock warrants, to be designated as an equity instrument, asset or liability. Under the provisions of ASC 815-40-15, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations.  In the Company’s July and August 2011 financings, the Company issued 6 units of Series A and B warrants to each purchase 6,250 shares of common stock per unit.  The Series A contained full-ratchet anti-dilution adjustments and the Series B provided for weighted-average anti-dilution adjustments for lower priced issuances of common stock.  The warrant derivative liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. For the three months ended March 31, 2012, the Company recorded a charge of $29,831, in our consolidated statements of operations to record the change in fair value of the warrant derivative liability. Fair value was estimated using a Black Scholes option pricing model which approximates the binomial method, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors. The fair value of the warrants was determined using the Black Scholes option pricing model with the following assumptions:

16

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8 – STOCKHOLDERS’ EQUITY

Stock Issued for Services:

On February 4, 2011, the Company executed a consulting agreement with IPX Capital, LLC ("IPX"). Pursuant to the agreement on March 20, 2011 the Company granted IPX 15,625 common shares valued at $6.40 per common share, which vested immediately.  A success fee of $100,000 in cash will be due upon raising up to $40,000,000, plus an additional 1 percent of any capital raised in excess of $40,000,000.  An additional 15,625 shares will be earned and vest upon the completion of raising the necessary capital to find the Company's first acquisition.

Effective March 1, 2011, the Company entered into an investor relations consulting agreement with Alliance Advisors, LLC. Pursuant to the 15 month agreement, the Company will issue 15,000 restricted shares over the term of the agreement, including 5,000 to be issued within the first 30 days of the agreement. In March 2011, the Company issued 5,000 shares of common stock, valued at $8.08 a share, the price as of the issue date, which vested immediately.  The agreement also provides for cash fees beginning on the fourth month of service.  The fees range from $5,000 to $8,500 a month, with the escalations occurring upon closing of a financing transaction of $10.0 million or more and upon a successful listing on the American Stock Exchange or NASDAQ.

Effective March 1, 2011, the Company entered into a 12 month consulting agreement with Hayden IR to provide corporate investor and public relations services.  Pursuant to the agreement, the Company will issue 9,375 shares of common stock within 30 days of engagement. In March 2011, the Company issued the 9,375 shares, valued at $8.08 a share, the price as of the issue date, which vested immediately. The agreement provides for no monthly cash fee for the first six months of service.  In months seven through twelve, assuming a funding event of $10.0 million or more occurs, the fees will be $7,000 per month.  If the Company does not raise enough money to pay the fee, an additional 9,375 shares of restricted common stock will be issued to Hayden IR within 30 days following the sixth month of engagement.

On March 1, 2011, the Company entered into a consulting agreement with RJ Falkner & Company, Inc. ("Falkner") to prepare and distribute "Research Profile" reports to over 9,500 investment professionals on a recurring basis, follow-up with investment professionals and investors on a continuing basis, and respond to inquiries from brokers, money managers and investors.

17

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8-STOCKHOLDERS’ EQUITY (continued)

The Company will pay Falkner a monthly retainer fee of $5,000 payable in restricted shares of common stock, payable each month in advance, calculated on the average closing price of the Company's stock during the prior 20 market trading days, which was 962 shares at $10.40 a share for the first two months of service.  In addition, the Company issued Falkner a three-year warrant to purchase 10,625 shares of the Company's common stock, at an exercise price that is equivalent to the last trade price of the Company's common stock on the date prior to the start date of the consulting agreement, which was $8.08 a share. The fair value of the warrant was $75,219.  The fair value of the warrant was determined using the Black Scholes option pricing model with the following assumptions:

Risk free interest rate	1.15%
Volatility	177%
Dividend	0
Expected term	3 years

On March 1, 2011, the Company entered into a media production and placement services agreement with NewsUSA ("NUSA") to provide national media exposure for the Company.  NUSA will provide the Company with $500,000 of media credit to be used in the placement of print and radio features obtained by NUSA on behalf of the Company.  Pursuant to the agreement, the Company was to issue $125,000 of restricted common shares valued at the 30 day weighted average price as of the effective day of the agreement.  In March 2011, pursuant to this agreement, the Company issued 12,019 shares of stock, valued at $10.40 a share, which vested immediately.  For every release after the first media release, for each $25,000 of media credit utilized, the Company shall debit the guaranteed media credit by $22,500 and pay the remaining $2,500 in cash.

On March 13, 2011, the Company issued 5,966 shares of stock to Gary Giulietti, as compensation for his services as a director of the Company from the time period of May 4, 2010, the date Mr. Giulietti joined the board of directors, to March 31, 2011. These shares were valued at $7.60 a share, the share price as of December 31, 2010 (date of grant) as agreed to in 2010 by the board of directors.

On March 13, 2011, the Company issued 4,650 shares of stock to JEA Energy LLC, a firm 100 percent owned by Joseph Antonini, as compensation for his services as a director of the Company from the time period of July 16, 2010, the date Mr. Antonini joined the board of directors, to March 31, 2011.

18

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8-STOCKHOLDERS’ EQUITY (continued)

These shares were valued at $7.60 a share, the share price as of December 31, 2010 (date of grant) as agreed to in 2010 by the board of directors

The fair value recorded above approximates the fair value of the services provided.

Conversion Agreement.

On January 27, 2012, the Company entered into a conversion agreement with Jason M. Shapiro, Belle Haven Partners LLC, Jake A. Shapiro as president of Belle Haven Partners LLC, Joseph E. Antonini, Gary J. Giulietti, and Jed M. Sabio.  Pursuant to the agreement, the above individuals agreed to convert the following amounts owed to them by the Company into common shares at a conversion price of $0.25 per common share.

·

Joseph E. Antonini: $59,555 into 238,219 common shares

·

Gary J. Giulietti: $69,555 into 278,219 common shares

·

Jason M. Shapiro: $408,750 into 1,635,000 common shares

·

Belle Haven Partners LLC: $659,439 into 2,637,756 common shares

·

Jed M. Sabio: $48,500 into 194,000 common shares

On January 18, 2012 and February 1, 2012 the Company issued a total of 1,167,086 common shares of the Company to Ed English pursuant to the English employment agreement dated December 13, 2011 and other agreements between the Company and Ed English. In addition, as a performance bonus, Iron Eagle will issue English 1,037,409 common shares of the Company upon the next acquisition of a company by Iron Eagle.

Completed Agreements

On February 7, 2012, the Company and Tru-Val Electric Group, LLC (Tru-Val), a Delaware limited liability company and a newly formed wholly owned subsidiary of the Company entered into a share purchase agreement with Tru-Val and Christopher Totaro. Mr. Totaro owns 100 percent of the common shares of Tru-Val Mr. English, the Company’s CEO, was a former chairman of Tru-Val. The closing, if it occurs, shall be upon mutual agreement between Iron Eagle and Tru-Val

Purchase Price. The aggregate purchase price to be paid by the Company for the common shares shall consist of (i) the assumption of debt; (ii) equity to Mr. Totaro in the form of common shares of the Company and (iii) the preferred equity subject to the adjustment:

19

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8-STOCKHOLDERS’ EQUITY (continued)

Assumption of Debt. At closing, the Company shall assume certain debt and liabilities from Tru-Val Electric Corp. totaling approximately seven million ($7,000,000) dollars.

Equity to Mr. Totaro. At closing, the Company shall issue its restricted common shares to Mr. Totaro, or Mr. Totaro’s designee, such that Mr. Totaro, or said designee, shall own forty percent (40%) of the total issued and outstanding stock of the Company. At closing, Mr. Totaro’s common shares of the Company shall be subject to the following restrictions:

Fifty percent (50%) of the common shares may not be sold to a third party purchaser for value for a period of twelve (12) months following the anniversary of the closing date; and

The remaining fifty (50%) percent of Mr. Totaro’s common shares may not be sold to a third party purchaser for value for a period of twenty-four (24) months following the anniversary of the closing date.

Preferred Equity. In addition to Mr. Totaro’s common shares, at closing, the Company shall issue to Mr. Totaro’s, or his designee, preferred shares in the Company equal to one million ($1,000,000) dollars of such preferred shares.

Preferred Equity Adjustment. The debt difference shall be defined as seven million ($7,000,000) dollars less the actual assumed debt of Tru-Val Electric, as set forth in the final debt statement. The preferred equity shall be adjusted by the amount of the debt difference. Notwithstanding anything contained herein to the contrary, at closing, the preferred equity shall not be less than $1,000,000.

Expense Reimbursement. As part of the agreement, Tru-Val Electric agreed to transfer up to $150,000 to Iron Eagle to be used for public company expenses and are not contingent on the closing of this transaction.

The Company does not have stock option or equity based compensation plans.

As of March 31, 2012 and December 31, 2011, the Company has accrued $79,031 in shares to be issued to Mr. Bovalino and Mr. Hoffman pursuant to their compensation agreements.  

20

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8-STOCKHOLDERS’ EQUITY (continued)

As of March 31, 2012 and December 31, 2011, the Company has accrued $75,000 and $50,000, respectively, in shares to be issued for Directors Fees.  

See Note 14 - Subsequent Events for share and equity based issuances after March 31, 2012.

Purchase and Retirement of Common Shares

On March 17, 2011, the Company purchased 31,250 common shares of the Company from Galileo Partners, LLC for $100.  Galileo Partners is an investment firm where Steven Antebi, a non-affiliate, is the president and chief executive officer.  The Company retired the shares immediately following the purchase.

  

Warrants

The following schedule summarizes the Company’s warrant activity since inception through March 31, 2012:  

						Warrants	Weighted Average Exercise Price	Weighted Average Term
Outstanding at November 9, 2009						-	$        -	-
Warrants granted during 2010						13,594	10.56	2.75
Warrants exercised						-	-	-
Warrants expired						-	-	-
Outstanding at December 31, 2010						13,594	10.56	2.75
Warrants granted during Q1 2011						10,625	8.08	1.92
Warrants granted during Q3 2011						262,500	1.20	1.04
Warrants exercised						-	-	-
Warrants expired						-	-	-
Outstanding at December 31, 2011						286,719	1.90	1.15
Warrants granted during Q1 2012						-	-	-
Warrants exercised						-	-	-
Warrants expired						-	-	-
Outstanding at March 31, 2012						286,719	$1.90	1.15

21

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 9 – INCOME TAXES

The Company’s net deferred tax amounts as of March 31, 2012 and December 31, 2011, respectively, are as follows:

Deferred Tax Asset Related to:

The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative federal and state net operating loss carry-forward is approximately $7,780,907 at December 31, 2011, and will expire in the years 2029 through 2031.

The realization of deferred tax benefits is contingent upon future earnings and has been fully reserved at March 31, 2012 and December 31, 2011.   

The Company is in the process of filing its federal and state income tax returns for the years ended December 31, 2010 and 2009.

22

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and as such, assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.  Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

On March 8, 2012, Iron Eagle was given notice that Mr. Bovalino and Mr. Hoffman had commenced with an arbitration proceeding regarding a dispute in compensation relating to their employment from May 2010 to November 2010.  Iron Eagle is in discussions with the attorney of Mr. Bovalino and Mr. Hoffman and believe they have reached a tentative settlement. The full amount of the settlement has been recorded in the financials as of December 31, 2011. There is no guarantee that a settlement will ultimately be executed and the Company might be liable for additional expenses.

On April 19, 2012, Iron Eagle was involved with litigation regarding unpaid bills with TUO Greenwood Village I, LLC, (“TUO”) the landlord for the Company’s Colorado lease.  The amount requested by TUO is $46,718.  Iron Eagle is in discussions with settling this amount for a lower amount.  As of March 31, 2012 and December 31, 2011, the full $46,718 has been fully recorded in accrued expenses in the accompanying consolidated statement of operations. The company has not incurred any litigation fees with regard to this matter, but there might be litigation fees in the future.

23

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND LIABILITIES

The Company has adopted fair value guidance and utilized the market approach to measure fair value of 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, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

The Company’s financial instruments at March 31, 2012 include cash, accounts payable, and notes payable. The carrying amounts of cash and accounts payable are representative of their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair value of debt, is based on the fair value of similar instruments. These instruments are short-term in nature and there is no known trading market for the Company’s debt.

The following tables provide the fair value measurements of assets and liabilities as of March 31, 2012 and December 31, 2011:

24

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND LIABILITIES (continued)

				Fair Value Measurements as of March 31, 2012
Description		Carrying Value at March 31, 2012		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3

Warrant Derivative Liability		$32,704		$0		$0		$32,704

				Fair Value Measurements as of December 31, 2011
Description		Carrying Value at December 31, 2011		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3

Warrant Derivative Liability		$2,873		$0		$0		$2,873

The following table summarizes the changes in fair value of our Level 3 financial liabilities that were measured at fair value for the three months ended March 31, 2012:

			Warrant Derivative Liability

Balance at beginning of fiscal period		$ 2,873
Net change in fair value of financial instrument		29,831
Balance at end of fiscal period		$ 32,704

25

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 12 – DISCONTINUED OPERATIONS OF DELTA MECHANICAL

On January 21, 2011, the Company entered into an agreement for a purchase price of:

   (i)   a $9,000,000 buyer note (secured by Delta Mechanical)

   (ii)  future contingency payment(s), based on the registrant's results for the years ended December 31, 2011, 2012, 2013 and 2014, not to exceed $250,000 per year or $1,000,000 in aggregate, and

   (iii)  a four year employment contract with the president and chief financial officer of Delta Mechanical.

As discussed in Note 1, the Company had planned to raise the capital to repay the seller note through sales of securities in the public and private markets.  Due to market conditions, the Company was unable to raise the capital by the due date and on September 23, 2011, Mr.  Bookbinder exercised his right to revert 100 percent of the membership interest back to him that also simultaneously extinguished the seller note including accrued interest.

As a result, the Company has chosen to exit the mechanical contracting business in Rhode Island and has reclassified the results of operations to discontinued operations during the third quarter, ended September 30, 2011.  As the acquisition occurred in January, 2011 no prior periods were required to be restated.  The Company has accounted for these in accordance with FASB 205-20-45-6, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  Accordingly, any operating results of these businesses, and the resulting loss on disposal, are presented in the Consolidated Statement of Operations as discontinued operations, net of income tax.

Revenue included in the discontinued operations totaled approximately $12.2 million for the period from January 21, 2011 through March 31, 2011 and had pre-tax income of approximately $86,000.

NOTE 13 – RESTATEMENT

Management had discovered an accounting error that impacts the accuracy of the Company’s previously issued unaudited 2011 interim consolidated financial statements for the quarterly period ended March 31, 2011, which the interim consolidated financial statements were contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011.

26

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 13- RESTATEMENT (continued)

The Company’s management with the concurrence of the audit committee of the Company’s board of directors concluded that the March 31, 2011 interim consolidated financial statements should no longer be relied upon.  The Company has determined that it has incorrectly excluded compensation expense during the quarter ended March 31, 2011.  Management did disclose that arrangements were waived, but has determined that compensation expense should have been recorded in the quarterly period ended March 31, 2011 with the offset to additional paid in capital totaling $615,250.  As a result, the operating expenses and the reported net loss increased by $615,250 for the three months ended March 31, 2011. Operating expenses increased to $1,554,689 (of which $640,811 is included in discontinued operations for the three months ended March 31, 2011) from $939,439 as originally reported for the three months ended March 31, 2011.  The reported net loss increased to $(826,290) from $(211,040) as originally reported for the three months ended March 31, 2011. The Company’s loss per share was previously reported at (0.15) per share and increased to (0.57) per share for the three months ended March 31, 2011. This error did not impact total assets, total liabilities or total stockholders’ deficit. This correction was based on the circumstances that the Company had contractual agreements with certain shareholders, and officers or directors for which compensation related to the period January 1, 2011 to March 31, 2011 were subsequently waived and therefore we erroneously excluded the expense as filed in our interim consolidated financial statement for quarterly period ended March 31, 2011.  

NOTE 14 – SUBSEQUENT EVENTS

In conjunction with the preparation of these consolidated financial statements, an evaluation of subsequent events was performed and the following items were noted:

On June 8, 2012 the Company entered into a note agreement with the Hall Group, the Company’s former auditor, for $27,725 as a consideration for services rendered. The note bears an interest rate of 5 percent and due in full one year after issuance, a 30 day cure period. The note is convertible at any time into shares of common equity as a price of $0.50 per share.

On July 18, 2012, Iron Eagle and Matrix Advisors, LLC, a consultant, amended their consulting agreement such that it terminated on June 30, 2012 and that the amount owed to Matrix was reduced from $375,000 owed as of June 30, 2012 to $100,000.

27

IRON EAGLE GROUP, INC

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 14-SUBSEQUENT EVENTS (continued)

On July 19, 2012, the Company, York River Electric Group, LLC, a Delaware limited liability company and a newly formed wholly owned subsidiary of Iron Eagle, York River Electric Inc., a Virginia domestic corporation, Cathy McQuade, a Virginia resident, and Mark Bryan, a Virginia Resident, entered into a share purchase agreement.  Cathy McQuade and Mark Bryan collectively own 100 percent of the issued and outstanding shares of York River Electric Inc. and are the sellers in this agreement.  Iron Eagle and York River Electric Group are the buyers in this agreement.

Purchase Price.  The aggregate purchase price to be paid by the registrant for the shares shall consist of (i) $8,500,000 dollars, transferred into an account designated by the seller at the closing, (ii) the assumption of all debt and liabilities of York River Electric, Inc., and (iii) equity to the sellers in the form of Iron Eagle common stock.

Equity to Seller.  Within 30 days of the closing, Iron Eagle will issue restricted common shares to the sellers with a value of $3,000,000 (based upon the 30 day volume weighted-average price of Iron Eagle for the period spanning that 30 day period following the closing).  For the 4 years following the closing, the sellers shall not be permitted to sell, transfer or assign more than 25 percent of the Iron Eagle restricted common shares during any particular 12 month period.  The shares shall contain an appropriate legend reflecting these restrictions.

Subsequent events have been evaluated through the date the accompanying consolidated financial statements were issued.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

You should read the following discussion and analysis in conjunction with our unaudited interim consolidated financial statements and the related notes thereto contained in Part 1, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011.

 Caution Concerning Forward-Looking Statements

 This Quarterly Report on Form 10-Q contains, and any documents incorporated herein by reference may contain, forward-looking statements that involve risks and uncertainties. When used in this document, the words, “intend”, “anticipate”, “believe”, “estimate”, “plan”, “expect” and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from the results discussed in the forward-looking statements as a result of risk factors including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2011.

Company Overview

The registrant provides construction and contracting services in both the infrastructure and government markets.  The registrant's management consists of business leaders in construction, government contracting, defense, finance, operations, and business development.

Critical Accounting Policies and Use of Estimates

Our unaudited interim consolidated financial statements and related disclosures, which are prepared to conform with accounting principles generally accepted in the United States of America (U.S. GAAP), require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the period reported. We are also required to disclose amounts of contingent assets and liabilities at the date of the consolidated financial statements. Our actual results in future periods could differ from those estimates and assumptions. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

29

During the quarter ended March 31, 2012, there were no significant changes to the critical accounting policies we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2011.

Results of Operations  

Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011

Revenues

The Company did not generate revenues for the three months ended March 31, 2012 and 2011 as they continue to be in the development stage.  

Operating Expenses

Our general and administrative expenses for the three months ended March 31, 2012 were $21,752, as compared to $137,345 for the three months ended March 31, 2011. This amount includes financing, media relations, rent, insurance, and travel expenses.

Compensation expense for the three months ended March 31, 2012 were $322,305, as compared to $501,250 for the three months ended March 31, 2011. This decrease was the result of hiring of the new management team.  All compensation expense related to the registrant's officers has been accrued and not paid as of March 31, 2012.

Professional fees for the three months ended March 31, 2012 were $210,155, as compared to $215,283 for the three months ended March 31, 2011. This decrease was primarily a result of lower legal, audit, and consulting fees.  

Professional fees to related parties for the three months ended March 31, 2012 were $45,000, as compared to $60,000 for the three months ended March 31, 2011. This is due to a decrease in the consulting expenses related to Belle Haven Partners (“Belle Haven”), a company owned by a significant shareholder and the brother of an officer of the Company.

Total operating expenses for the three months ended March 31, 2012 were $599,212 compared to $913,878 for the three months ended March 31, 2011.  This decrease was primarily due to hiring of new management in 2011.

30

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2012 was $35,213, as compared to $(1,877) for the three months ended March 31, 2011.  This increase in other income is comprised of $16,644 of interest expense off set by $81,688 of income paid by Tru-Val Electric to us to pay corporate expenses and $29,831 of income due to the decrease in fair value of the warrant derivative liability from the private placement warrants in August 2011.

Provision for Income Taxes

The Company did not have a provision for income taxes for the three months ended March 31, 2012 and 2011.  

Net Loss from Continuing Operations

As a result of the above mentioned items, the registrant reported a net loss from continuing operations of $(563,999), or $(0.10) per share-basic and diluted, for the three months ended March 31, 2012, as compared to reported net loss of $(915,755), or $(0.63) per share-basic and diluted, for the three months ended March 31, 2011.

Net Loss from Discontinued Operations

The registrant reported net earnings of $89,465 or $0.06 per share-basic and diluted for the discontinued operations of Delta Mechanical for the three months ended March 31, 2011.

Trends and Uncertainties

The current global economic and financial crisis has severely hampered our ability to obtain additional funds with which to seek additional natural resources, construction contracts or other types of business opportunities.  We are uncertain what potential business ventures will be 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 those opportunities.

Liquidity and Capital Resources

The Company has a deficit accumulated during the development stage through March 31, 2012 totaling $5,046,558 and recurring losses and negative cash flows from operations.  Because of these conditions, the registrant will require additional working capital to develop its business operations.  

Our 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 its strategic plan is contingent upon raising the necessary cash to

31

   1) pursue and close acquisitions;

   2) sustain limited operations; and,

   3) meet current obligations.   

The current economy has severely hampered the registrant's 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, if they will be able to raise funds necessary to take advantage of these opportunities.  Management believes that the efforts it has made to promote its business will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the registrant be unable to continue as a going concern.

Three Months Ended March 31, 2012 compared to the Three Months Ended March 31, 2011

During the three months ended March 31, 2012, we relied on cash transferred by Tru-Val Electric, loans from management, and key shareholders. As of March 31, 2012, total cash and cash equivalents was $3,789 compared to the $62 as of December 31, 2011. During the first three months end March 31, 2012, cash was transferred to us by Tru-Val Electric to us to pay corporate expenses which helped offset by the use of cash for operating expenses.

Cash provided by (used in) operations  

Net cash provided by operations was $3,727 for the three months ended March 31, 2012, as compared to $(277,732) for the three months ended March 31, 2011.  This increase was primarily a result of the acquisition of Delta Mechanical during January 2011.

Cash provided by investing activities

Net cash used in investing activities was $0 for the three months ended March 31, 2012 compared to $2,639,333 used in investing activities for the three months ended March 31, 2011.  The 2011 investing activities were due to the cash acquired in the acquisition of Delta Mechanical offset by fixed assets purchased during 2011.        

Cash provided by financing activities

Net cash provided by financing activities during the three months ended March 31, 2012 was $0 compared to $ 321,562 for the three months ended March 31, 2011.  The 2011 was primarily a result of borrowing from management and a third party.  

32

In addition the Company entered into a note payable with the former owner of Delta Mechanical for the related acquisition totaling $8,757,463 which was disclosed as a non-cash transaction in the supplemental disclosures during the three months ended March 31, 2011.  Also, the Company issued 4,983,194 shares of common stock in connection with the conversion of related party liabilities totaling $1,245,799 during the three months ended March 31, 2012.

Commitments and Contractual Obligations

There have been no material changes to our commitments and contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2011. Additional comments related to our contractual obligations are presented below.

Executed Purchase Agreements

On February 7, 2012, the registrant and Tru-Val Electric Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company entered into a share purchase agreement with Tru-Val Electric Corp. and Christopher Totaro. Mr. Totaro owns 100 percent of the common shares of Tru-Val Electric Corp. Mr. English, the Company’s CEO, was a former chairman of Tru-Val Electric Corp.  The closing, if it occurs, shall be upon mutual agreement between Iron Eagle and Tru-Val Electric Corp.

Purchase Price. The aggregate purchase price to be paid by the Company for the common shares shall consist of (i) the assumption of debt; (ii) equity to Mr. Totaro in the form of common shares of the Company and (iii) the preferred equity subject to the adjustment:

Assumption of Debt. At closing, the Company shall assume certain debt and liabilities from Tru-Val Electric Corp. totaling approximately seven million ($7,000,000) dollars.

Equity to Mr. Totaro. At closing, the Company shall issue its restricted common shares to Mr. Totaro, or Mr. Totaro’s designee, such that Mr. Totaro, or said designee, shall own forty percent of the total issued and outstanding stock of the Company. At closing, Mr. Totaro’s common shares of the Company shall be subject to the following restrictions:

Fifty percent (50%) of the common shares may not be sold to a third party purchaser for value for a period of twelve (12) months following the anniversary of the closing date; and

The remaining fifty (50%) percent of Mr. Totaro’s common shares may not be sold to a third party purchaser for value for a period of twenty-four (24) months following the anniversary of the closing date.

33

Preferred Equity. In addition to Mr. Totaro’s common shares, at closing, the Company shall issue to Mr. Totaro’s, or his designee, preferred shares in the Company equal to one million ($1,000,000) dollars of such preferred shares.

Preferred Equity Adjustment. The debt difference shall be defined as seven million ($7,000,000) dollars less the actual assumed debt of Tru-Val Electric, as set forth in the final debt statement. The preferred equity shall be adjusted by the amount of the debt difference. Notwithstanding anything contained herein to the contrary, at closing, the preferred equity increase shall not be less than $1,000,000.

 

The registrant is currently engaged in the identification and ongoing negotiations for the acquisition of construction related entities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We do not consider the effects of interest rate movements to be a material risk to our financial condition.  There have been no material changes from the information provided in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4.  Controls and Procedures

During the three months ended March 31, 2012, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2011.  Based on this evaluation, our chief executive officer and chief principal financial officers have concluded such controls and procedures are not effective as of March 31, 2012 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

34

 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.

Our chief executive officer and chief financial officer have assessed the effectiveness of our internal control over financial reporting as of December 31, 2011 and concluded that it was not effective because of the material weakness described below.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2011, due to resource constraints, material weaknesses became evident to management regarding our inability to simultaneously close the books on a timely basis each month and generate all the necessary disclosure for inclusion in our filings with the Securities and Exchange Commission due to the lack of resources and segregation of duties due to the limited number of employees.  A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.  This material weakness was still present at March 31, 2012.

We will aggressively recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness in financial reporting even during periods when we are preparing filings for the Securities and Exchange Commission should our operations expand. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when all of the additional financial staff positions are filled and the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.

Limitations Inherent in all Controls

Our management, including the Chief Executive Officer, and Chief Financial Officer, recognize that our disclosure controls and our internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

35

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On March 8, 2012, Iron Eagle was given notice that Mr. Bovalino and Mr. Hoffman had commenced with an arbitration proceeding regarding a dispute in compensation relating to their employment from May 2010 to November 2010.  Iron Eagle is in discussions with the attorney of Mr. Bovalino and Mr. Hoffman and believe they have reached a tentative settlement. The full amount of the settlement has been recorded in the financials as of December 31, 2011. There is no guarantee that a settlement will ultimately be executed and the Company might be liable for additional expenses.

On April 19, 2012, Iron Eagle was involved with litigation regarding unpaid bills with TUO Greenwood Village I, LLC, (“TUO”) the landlord for the company’s Colorado lease.  The amount requested by TUO is $46,718.  Iron Eagle is in discussions with settling this amount for a lower amount.  As of March 31, 2012, $46,718 has been fully recorded in the accompanying consolidated statement of operations. The company has not incurred any litigation fees with regard to this matter, but there might be litigation fees in the future.

In addition, the registrant is subject, from time to time, to litigation resulting from the normal ongoing operations of the registrant’s business.  The registrant believes that resolution of these matters will be covered by the registrant’s insurance policy, and not result in any payment that, in the aggregate, would be material to the financial position and results of the operations of the registrant.  

Item 1A.  Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sale of Securities and Use of Proceeds

Conversion Agreement. On January 27, 2012, the registrant entered into a conversion agreement with Jason M. Shapiro, Belle Haven Partners LLC, Jake A. Shapiro as president of Belle Haven, Joseph E. Antonini, Gary J. Giulietti, Jed M. Sabio, and Edward M. English.  Pursuant to the agreement, the above individuals agreed to convert the following amounts owed to them by the registrant into common shares at a conversion price of $0.25 per common share.

*   Joseph E. Antonini: $59,555 into 238,219 common shares

*   Gary J. Giulietti: $69,555 into 278,219 common shares

*   Jason M. Shapiro: $408,750 into 1,635,000 common shares

*   Belle Haven: $659,439 into 2,637,756 common shares

*   Jed M. Sabio: $48,500 into 194,000 common shares

36

Share issuance pursuant to English Employment Agreement.  Pursuant to the English employment agreement dated December 13, 2011 and other agreements between registrant and Ed English, the registrant agreed to issue 1,167,086 shares to Ed English. In addition, as a performance bonus, Iron Eagle will issue English 1,037,409 shares upon the next acquisition of a company by Iron Eagle.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

31    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

37

SIGNATURES

Pursuant to the requirements 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.

Dated:  August 2, 2012

Iron Eagle Group, Inc.

By  /s/Edward M. English

   

    Edward M. English

    Chief Executive Officer

By  /s/Jason M. Shapiro

    

    Jason M. Shapiro

    Chief Financial Officer

38