Iron Eagle Group, Inc.

28 Mar 2011capital raising announcement▼ BadMajor

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.

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3 Sept 2010asset acquisition disposition● NeutralMajor

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.

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2 Sept 2010material agreement● NeutralMajor

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.

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2 July 2010material agreement● NeutralMajor

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.

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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.

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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.

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