Each one in plain English, with the numbers worked through for a shareholder.
4 June 2013material agreement termination▼ BadMajor
On June 4, 2013 Iron Eagle handed 100% of Tru-Val Electric back to Chris Totaro, reversing the August 2012 acquisition. Iron Eagle gave Totaro a $81,688 promissory note, payable within seven days of the company raising more than $250,000 in capital, and Totaro returns all his common and preferred shares in the company. The company says the two sides agreed Tru-Val is better run as a private company without public company overhead; the filing states no early termination penalties. The shares issued to Totaro are returned, which offsets some of the dilution from that deal, but the company is again without the business it bought. The filing does not mention York River.
This amendment was filed only to attach the schedules to the July 19, 2012 York River Electric purchase agreement; the terms are unchanged ($8.5M cash, assumed debts, $3M in restricted shares within 30 days of closing, a working-capital price adjustment and a receivables make-up clause). It says it is not updated for later events, so it does not confirm whether the York River deal closed or how the cash was funded.
This amendment repeats the August 2012 Tru-Val Electric Corp. purchase from Christopher Totaro (assumed debt, 6,011,984 common shares at $0.45, 2,638 preferred shares at $1,000, subject to adjustment) and the related share issues to insiders, with Totaro's shares locked up in two 50% tranches over 12 and 24 months. It adds that Tru-Val's financial statements and pro forma figures are still to be filed, estimated within 60 days. The filing gives the closing as August 22 (the earlier filing said August 28), and it also lists a $50,000 conversion to 200,000 shares issued to Cyberado Technologies.
28 Aug 2012asset acquisition disposition● NeutralMajor
Iron Eagle completed its purchase of Tru-Val Electric Corp. on August 28, 2012 from Christopher Totaro, paying with assumed debt, 6,011,984 common shares valued at $0.45 each, and 2,638 preferred shares at $1,000 each (subject to adjustment). The filing also lists a series of other share issues: debt conversions at $0.25 to Gamble and Hildebrand (600,000 shares each), a board-authorised conversion of up to $90,000 for Jake Shapiro, 1,037,408 shares to CEO Ed English, 312,500 shares each to Giulietti and Antonini's firm for director fees, and 500,000 shares each to Gamble and Hildebrand for consulting. Shareholders are diluted by these issues. Ed English is now named as CEO. The filing does not state a cash price, and no word on York River closing appears in it.
Iron Eagle said on July 20, 2012 that its 2011 quarterly financial statements should no longer be relied on. It left out $615,250 of compensation expense in the first quarter of 2011 for people whose pay was later waived; the amount should be booked as an expense with an equal offset to paid-in capital. The company says total assets, liabilities and stockholders' deficit are unaffected, and that the June and September 2011 quarters were not affected by this error.
26 July 2012capital raising announcement● NeutralMajor
On July 19, 2012 Iron Eagle agreed to buy York River Electric Inc. from Cathy McQuade and Mark Bryan for $8.5M in cash, assumption of all its debts and liabilities, and $3M of Iron Eagle restricted shares issued within 30 days of closing (sellers limited to selling 25% a year for 4 years). The price drops if working capital is below $3.75M, and the sellers must make up uncollected receivables after nine months. The filing does not say how the cash will be funded, and shareholders face dilution from the share issue. This is a new acquisition after the loss of Delta in 2011.
On June 27, 2012 Iron Eagle dismissed The Hall Group as auditor, saying management believes the new firm is better suited, and hired Marcum LLP to audit 2011. Hall's reports on 2010 and 2009 carried a going-concern qualification, and the company reports no disagreements. This is yet another auditor change, following the Kelly to Hall switch in January 2011.
On September 23, 2011, Bookbinder took back 100% of Delta after Iron Eagle failed to pay the seller note by September 16, 2011; the company says it could not raise the money because of market conditions. The rescission also extinguished the roughly $9M seller note, but Iron Eagle loses Delta, the business it bought in January 2011. The company says it is in talks with Bookbinder and private investors about re-buying Delta and with unnamed acquisition targets, with no certainty of any deal. This resolves the Delta purchase thread negatively.
Iron Eagle disclosed that it bought Delta Mechanical Contractors on January 21, 2011, paying with a seller note of about $9.0M, later cut to $8.8M. The note was extended to September 16, 2011 by Bruce Bookbinder, the former owner. It is secured by a pledge of Delta's parent, and the filing says that if it is not paid, Bookbinder will very probably take Delta back and Iron Eagle would lose its entire investment and have no business operations. The company depends on its proposed public offering to repay. The attached press release reports $23.3M of revenue for the first six months of 2011 (Delta results counted from January 21), an effective registration statement for up to 3 million shares at $5.00 after an 8-for-1 reverse split, and Joseph Antonini as the new chairman. This shows the company moving from the earlier Farache plan to Delta as its operating business, with a deadline that put it at risk.
A second amendment to the January 2010 filing on the Iron Eagle Nevada share exchange. It corrects the closing date to August 18, 2010, when the last condition was met, and adds pro forma financials. The 373,491,825 shares were released from escrow and Gamble and Hildebrand resigned as officers and directors. The pro forma statements as of/for the year to June 30, 2010 show total assets of $843,452, a stockholders' deficit of $(162,556) and a net loss of $(1,777,101). This confirms the share exchange from earlier in the story and closes the open item about the still-missing pro forma statements.
In February-March 2011 Iron Eagle signed consulting and investor-relations deals paid largely in shares: IPX Capital (125,000 shares at $0.80, a $100,000 success fee on raising up to $40M, and 125,000 more shares on raising acquisition capital), Alliance Advisors (120,000 shares over 15 months, 40,000 issued at $1.01), Hayden IR (75,000 shares at $1.01), RJ Falkner (about $5,000 a month in shares plus an option on 85,000 shares at $1.01) and NewsUSA (96,154 shares at $1.30 against $500,000 of media credit). It also took short-term loans from insiders: $30,000 each from chairman Joseph LoCurto and EVP Jed Sabio, $7,500 from Alliance, and a $250,000 note to CEO Jason Shapiro that replaced expenses owed to him since November 2009, due December 31, 2011. It bought back 250,000 of its own shares from Galileo Partners for $100. Shareholders are diluted by the share issuances, and the small insider loans are tied to the company receiving further funding; Jason Shapiro is now CEO and Joseph LoCurto is chairman.
This second amendment to the January 2011 auditor-change filing only attaches an updated Kelly & Company letter dated February 9, 2011, reflecting the added board-approval statement. The company's address is now shown as 61 West 62nd Street, New York.
This amendment to the January 2011 auditor-change filing only adds that the board of directors approved dismissing Kelly & Company and hiring the Hall Group. No other facts change.
On January 18, 2011, Iron Eagle dismissed its auditor Kelly & Company and hired the Hall Group, saying management believes the new auditor is better suited to its needs. Kelly's reports for fiscal 2010 and 2009 carried a going-concern qualification, and the company reports no disagreements. This is another auditor change after several in 2008-2009; Hall Group also audited Iron Eagle Nevada's 2009 statements.
This amendment says that on August 26, 2010 the last performance obligation under the January 8, 2010 share exchange with Iron Eagle Nevada was satisfied, the 373,491,825 escrowed shares were released, and Glen Gamble and R.A. Hildebrand resigned as officers and directors. This resolves the open question of whether the escrowed shares would be released or returned by October 8, 2010. The filing does not say whether the $1.8 million EBITDA acquisition test was met or the board voted to release; the stated basis is satisfaction of the performance obligation. It attaches Iron Eagle Nevada's audited statements for the period from November 9, 2009 to December 31, 2009, showing no revenue, a $270,972 loss and $10,000 of assets; the interim and pro forma statements are to follow by amendment.
On August 24, 2010, Iron Eagle signed an agreement to buy the assets of Farache Enterprises, a Florida site development, excavation and road building firm, for $3,385,000: $1,750,000 cash, a $325,000 note at 8% due in two years, $650,000 in Iron Eagle shares 40 days after closing, and a $660,000 cash earn-out ($220,000 a year for three years) tied to EBITDA targets. This is the company's first named construction acquisition, following the earlier share exchange that required acquisitions. Closing is conditional on due diligence, board approval, third-party consents and Iron Eagle receiving adequate funding, so it is not yet complete.
Filed July 2010, the company, now Iron Eagle Group, Inc. (Delaware), reports an unfinished share exchange: it would issue 373,491,825 shares to the shareholders of Iron Eagle Group (Nevada), held in escrow until, by October 8, 2010, it acquires construction or infrastructure companies with at least $1.8 million EBITDA or the board unanimously releases them. If completed, the Nevada holders would own 92% of the company; management itself sees significant uncertainty about meeting the requirement. It also reports a CCG Investor Relations contract, May 2010 share issues (including 4,350,000 shares and warrants to CCG, 1,666,667 shares to new director Gary Giulietti, and 40,000,000 shares to Steve Antebi), and new officers: Michael Bovalino as CEO ($300,000 salary) and Eric Hoffman as CFO ($225,000 salary), with Jason Shapiro moving to EVP of Corporate Strategy.
26 June 2009capital raising announcement● NeutralMajor
On June 23, 2009, Pinnacle issued 9,000,000 restricted shares to accredited investors in exchange for 180,000 restricted shares of The Saint James Company, valued at $180,000 (Saint James was quoted around $2.00 and Pinnacle around $0.02). Pinnacle's two notes from Saint James ($150,000 due Nov 2009 and $25,000 on demand) were amended on June 5, 2009 so Pinnacle can convert principal and interest into Saint James shares at $0.50. Shareholders are diluted by the 9,000,000 new shares, and the company is paid in another small company's stock.
This amendment to the January 2009 auditor-change filing restates that the board approved dismissing M&K CPAs, that M&K issued no report on the 2006 to 2008 statements, and gives October 1, 2008 as the date Kelly & Company was engaged. It adds an M&K letter to the SEC dated February 20, 2009.
Pinnacle dismissed its auditor M&K CPAs (formerly McElravy, Kinchen) on October 20, 2008 and engaged Kelly & Company for fiscal 2006 to 2008. M&K had begun but issued no report on the 2007 and 2006 statements; the company reports no disagreements. This continues the auditor turnover from January 2008.
On January 10, 2008, Pinnacle dismissed its auditor Cordovano & Honeck and engaged McElravy, Kinchen & Associates to audit from the year ended June 30, 2006 onward. The company reports no disagreements, though the auditor's reports for fiscal 2004 and 2005 carried a going-concern warning.
9 Nov 2007asset acquisition disposition▲ GoodMajor
Filed in November 2007, this reports two disposals. Golden Star exercised its option in April 2007 and acquired Pinnacle's Ghana subsidiary Orovi Ghana (holder of the Riyadh gold license) for an aggregate $362,855, with a further $37,145 treated as consideration for cancelling a 10% net profits interest. Separately, in January 2007 Pinnacle agreed to sell 93 1/3% of VanMag (the South African vanadium subsidiary acquired in 2000) to Golden Falls Trading 565 for US$9 million, with $200,000 and $3.2 million received, $1.6 million in escrow pending the minority shareholder's government permission, and a further $4 million due on conversion of the mining right.
On August 6, 2003, Pinnacle sold its remaining 2,543,000 Anooraq Resources shares in a private deal for $819,148, completing its exit from that holding, which it began selling in 2002.
On July 3, 2002, Hunter Dickinson Group bought 1,000,000 of the 5,950,000 Anooraq Resources shares Pinnacle held, at $0.50 per share, and received a 120-day option to buy another 1,000,000 at the same price. This is the start of Pinnacle selling down its Anooraq stake.
18 May 2001asset acquisition disposition● NeutralMajor
Filed in May 2001 for an event dated June 1, 2000: the company (then named Pinnacle Resources) completed buying Vanadium and Magnetite Exploration and Development (Pty) Ltd (V-MED), a South African company holding a 30-year mineral lease on five farms covering 17,188 acres next to its platinum-palladium properties near Potgietersrus. It paid with 4,000,000 restricted shares, taking shares outstanding from 5,890,000 to 9,890,000 per the pro forma notes. The filing's audited statements show V-MED had total assets of $3,148 and a net loss of $8,745 for the year to June 30, 2000.
