Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
January 11, 2010
Iron Eagle Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22965 84-1414869
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(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation or organization Identification Number)
9600 E. Arapahoe Road, Suite 260
Englewood, Colorado 80112
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(Address of principal executive offices, Zip Code)
(303) 705-8600
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.02 COMPLETION OF ACWUISITION OR DISPOSITION OF ASSETS
On August 26, 2010, the remaining performance obligation required
under the January 8, 2010 exchange agreement between Iron Eagle Group,
a Nevada corporation, its shareholders, and Iron Eagle Group, Inc.
(formerly Pinnacle Resources, Inc.), a Delaware corporation, has been
satisfied.
The consideration for the transaction, the share exchange, was
completed in January. At that time shareholders of Iron Eagle Nevada
exchanged their shares for shares of Iron Eagle Delaware (formerly
Pinnacle Resources). As part of the agreement, i) the shares previously
held in escrow have been released and ii) Glen R. Gamble and R.A.
Hildebrand have resigned as officers and directors of Iron Eagle.
Share Exchange Agreement dated January 8, 2010
On January 8, 2010, the registrant agreed in principal to the terms of
a share exchange agreement with Iron Eagle Group, a Nevada corporation
and the shareholders of Iron Eagle.
Pursuant to certain terms of the Agreement, the registrant issued from
its treasury an aggregate of 373,491,825 shares of its common stock to
the Iron Eagle Nevada shareholders. In exchange, the Iron Eagle Nevada
Shareholders surrendered all of their issued and outstanding Iron Eagle
Nevada one-class common stock. The Agreement shares were held by an
escrow agent until Iron Eagle Nevada had completed the "Acquisition
Requirement". However, the Iron Eagle Nevada shareholders had voting
rights on the Agreement Shares by means of a voting trust through the
escrow agent while the shares are in Trust and the Agreement was
pending.
The Acquisition Requirement required that, on or before October 8,
2010:
(i) Iron Eagle Nevada shall acquire one or more construction,
infrastructure or related companies with aggregate fiscal 2009 or last
twelve months audited EBITDA, adjusted for non-recurring expenses, of
at least $1,800,000; or
(ii) The Corporation's board of directors unanimously votes to
authorize the release of the Agreement Shares.
If Iron Eagle Nevada failed to meet the Acquisition Requirement, the
Agreement Shares were to be returned by the escrow agent to the
Corporation.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
On August 26, 2010, Glen R. Gamble resigned as president, chairman and
director of the registrant and R.A. Hildebrandt resigned as secretary
and director of the registrant. The resignations were made pursuant to
the terms of the Share Exchange Agreement dated January 8, 2010.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
No. Description
2.1 Share Exchange between Pinnacle Resources, Inc. and the
Shareholders of Iron Eagle Group and Meister Seelig & Fein
LLP incorporated by reference to Form 8-K filed on January
11, 2010
2.2 Escrow Agreement between Pinacle Resources, Inc. and the
Shareholders of Iron Eagle Group and Meister Seelig & Fein
LLP incorporated by reference to Form 8-K filed on January
11, 2010
99-1 Financial Statements of Iron Eagle Group, a Nevada
Corporation, for the year ended December 31, 2009
99-2 Financial Statements of Iron Eagle Group, a Nevada
Corporation for the unaudited interim period ended
June 30, 2010 to be filed by amendment
99-3 Proforma Consolidated Financial Statements of Iron Eagle
Group, Inc., a Delaware Corporation to be filed by
amendment
99-3 Press Release dated August 26, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Iron Eagle Group, Inc.
By: /s/ Michael E. Bovalino
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Michael E. Bovalino
Chief Executive Officer
Dated: September 2, 2010
