Iron Eagle Group, Inc.

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.

material agreement termination

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.

asset acquisition disposition

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.

financial restatement

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.

capital raising announcement

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.

material agreement termination

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.

material agreement

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.

capital raising announcement

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

asset acquisition disposition

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.

asset acquisition disposition