Attached files
file |
filename |
EX-10.1 - MEMBER INTEREST PURCHASE AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-1.txt |
EX-10.5 - JED SABIO EMPLOYMENT AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-5.txt |
EX-99.1 - PRESS RELEASE DATED NOVEMBER 29, 2010 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-1.txt |
EX-99 - FINANCIAL STATEMENTS OF SYCAMORE ENTERPRISES, LLC - Iron Eagle Group, Inc. | ironeagle8k012310ex99-5.txt |
EX-99.2 - PRESS RELEASE DATED JANUARY 25, 2011 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-2.txt |
EX-99.3 - MEDIA RELATIONS AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex99-3.txt |
EX-99.4 - PRESS RELEASE DATED FEBRUARY 1, 2011 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-4.txt |
EX-10.4 - JOSEPH LOCURTO CONSULTING AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-4.txt |
EX-10.3 - JASON M. SHAPIRO EMPLOYMENT AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-3.txt |
EX-10.2 - PLEDGE AND AASSIGNMENT OF MEMBERSHIP INTEREST - Iron Eagle Group, Inc. | ironeagle8k112310ex10-2.txt |
EX-10.6 - LEASE BETWEEN THE REGISTRANT AND BELLE HAVEN CAPITAL, LLC - Iron Eagle Group, Inc. | ironeagle8k112310ex10-6.txt |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
November 23, 2010
Date of Report (Date of Earliest Event Reported)
Iron Eagle Group, Inc.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22965 84-1414869
---------------------------------------------------------------------
(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation or organization Identification
Number)
448 West 37th Street, Suite 9G
New York, New York 10018
---------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(888) 481-4445
------------------------------------------
(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))
2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Member Interest Purchase Agreement
----------------------------------
On January 21, 2011, Iron Eagle Group, Inc. purchased, through a member
interest purchase agreement, all of Bruce A. Bookbinder's membership
interests in Sycamore Enterprises, LLC. Bruce A. Bookbinder is the
sole owner of all of the membership interests of Sycamore Enterprises,
LLC, holder of all of the membership interests of Delta Mechanical
Contractors, LLC., a mechanical contractor.
The aggregate purchase price to be paid by Buyer for the Purchased
Assets consists of (i) the Buyer Note and (ii) the Future Contingency
Payment(s).
(a) Buyer Note. At Closing, Buyer shall deliver to Selling Member
the Buyer Note in the principal amount of Nine Million ($9,000,000.00)
Dollars.
(b) Future Contingency Payments.
(i) Buyer shall deliver Future Contingency Payments to Selling
Member after the Closing Date as follows: Two Hundred Fifty Thousand
($250,000.00) Dollars for each period ending December 31 for the years
2011, 2012, 2013 and 2014. A Future Contingency Payment shall be made
by Buyer if, following the Closing Date registrant achieves EBITDA in
excess of Scheduled EBITDA for the applicable Future Contingency
Payment Date as determined in accordance with Section 2.02(b)(i) of the
member interest purchase agreement. The Parties further agree that in
no event shall the total of all Future Contingency Payments paid by
Buyer to Selling Member exceed One Million ($1,000,000.00) Dollars in
the aggregate.
Notwithstanding the aforementioned, Buyer shall have the right to
prepay any remaining balance of Future Contingency Payments by
providing thirty (30) days written notice to Selling Member of its
intention to prepay. The amount of the prepayment to be delivered
pursuant to the Buy Down Right shall be calculated as follows: (i) (A)
One Million ($1,000,000.00) Dollars minus (B) the aggregate amount of
Future Contingency Payments paid by Buyer to the Selling Member through
the date the Notice of Exercise subject to the following calculation:
(ii) fifty (50%) percent of the amount of the remaining Future
Contingency Payments due Selling Member after 2011; sixty-six and
67/100 (66.67%) percent of the amount of the Future Contingency Payment
due Selling Member after 2012; eighty-three and 83/100 (83.33%) percent
of the amount of the remaining Future Contingency Payment due Seller
Member after 2013; and one hundred (100%) percent of the remaining
Future Contingency Payments due Selling Member after 2014 from the
Notice of Exercise date. Future Contingency Payments and the Buy Out
Payment shall be made by wire transfer of immediately available funds,
delivered on the date set forth in the Notice of Exercise and in no
event later than thirty (30) days after the Notice of Exercise is sent
to Selling Member.
3
Non-Compete.
(a) By Buyer. Buyer acknowledges and recognizes its possession
of confidential or proprietary information of registrant and the highly
competitive nature of the Business of the registrant and accordingly
agrees that, in consideration of Selling Member entering into this
Purchase Agreement and the other transactions contemplated hereby,
Buyer agrees that as long as the Buyer Note is not satisfied in full,
Buyer, for a period of two (2) years from the Closing Date, will not
directly or indirectly, through any Affiliate or otherwise (i) as
shareholder, owner of a membership interest, employee, director,
officer, principal or agent, or in any other capacity, own, manage,
operate, consult with or be employed by a Person engaged in the
plumbing, fire protection, heating, ventilating, air conditioning
business or any other business engaged in by the registrant in any
geographic area in which Selling Member or registrant or its Affiliates
or subsidiaries conducts such business; (ii) assist any other Person in
engaging in any Competitive Business in the Territory; (iii) solicit,
attempt to solicit or do business on behalf of a Competitive Business
with any then or prior customers of the Business; or (iv) induce
employee of the Business, registrant or any Affiliate or subsidiary of
registrant to terminate their employment with registrant of any such
Affiliate or subsidiaries, as the case may be, or hire any employee of
registrant or any Affiliate or subsidiary of registrant to work with
Buyer or any Person or business affiliated with Buyer. The Parties
agree that the Selling Member and registrant do not have an adequate
remedy at law for a breach and agree that in the event of a breach or
threatened breach by any party of the provisions of the agreement,
Selling Member and registrant shall be entitled to an injunction
restraining such party from such breach or threatened breach. Nothing
in the agreement or elsewhere in this Purchase Agreement shall be
construed as prohibiting Selling Member or registrant from pursuing any
other remedies at law or in equity for such breach or threatened breach
of this Purchase Agreement or limiting the amount of damages
recoverable in the event of a breach or threatened breach by any party
of the provisions of Section 6.07.
(b) By Selling Member. Provided that the Buyer Note has been
satisfied in full, the Selling Member hereby agrees that, in
consideration of Parent and the Buyer entering into this Purchase
Agreement and the other transactions contemplated hereby, Selling
Member for a period of two (2) years from the Closing Date; will not
directly or indirectly, through any Affiliate or otherwise (i) as
shareholder, owner of a membership interest, employee, director,
officer, principal or agent, or in any other capacity, own, manage,
operate, consult with or be employed by a Person engaged in the a
Competitive Business in the Territory; (ii) assist any other Person in
engaging in any Competitive Business in the Territory; (iii) solicit,
attempt to solicit or do business on behalf of a Competitive Business
with any then or prior customers of the Business; or (iv) induce
employees of the Business, registrant or any Affiliate or subsidiary of
registrant to terminate their employment with registrant of any such
Affiliate or subsidiaries, as the case may be, or hire any employees of
registrant or any Affiliate or subsidiary of registrant to work with
Buyer or any Person or business affiliated with Buyer. The Parties
4
agrees that the Buyer and the Parent do not have an adequate remedy at
law for a breach of the agreement and agree that in the event of a
breach or threatened breach by any party of the provisions of the
agreement, Buyer, Parent and registrant shall be entitled to an
injunction restraining such party from such breach or threatened
breach. Nothing in the Purchase Agreement shall be construed as
prohibiting Buyer, Parent or registrant from pursuing any other
remedies at law or in equity for such breach or threatened breach of
this Purchase Agreement or limiting the amount of damages recoverable
in the event of a breach or threatened breach by any party of the
provisions of Section 6.07.
(c) Upon the payment of the Buyer Note, Selling Member agrees
to be bound by the terms of the covenant not to compete of the
Agreement and as set forth in the Employment Agreement dated of even
date.
(d) Buyer and Selling Member agreed that the value of the two
(2) year covenant not to compete described in Section 6.07(b) in the
amount of Three Hundred Thousand ($300,000.00) Dollars to be allocated
from the Purchase Price is reasonable and fair.
Remediation of Completed Jobs. For a period of six (6) months
following the Closing Date, registrant and Selling Member agreed,
jointly and severally, that they shall promptly (at their expense after
all reserves for warranties and repairs are utilized) perform any and
all repairs, restorations and remediation work that may be required
with respect to jobs (or any part thereof) completed prior to the
Closing Date. registrant and Selling Member agreed to consult with the
Executive Vice President or Chief Executive Officer of Buyer before
performing or declining to perform any such repairs, restoration or
remediation work.
Pledge and Assignment of Membership Interest. As a material inducement
for Bruce A. Bookbinder to enter into the purchase agreement and to
accept delivery of the Buyer Note: (i) the registrant has agreed to
secure its obligations to Mr. Bookbinder by pledging to Mr. Bookbinder
and granting to Mr. Bookbinder a security interest in the membership
interest in Sycamore Enterprises LLC together with the other
Collateral; and the membership interests were issued to Mr. Bookbinder
pursuant to the terms of an operating agreement dated as of October
28, 2004.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 21, 2011, the board of directors ratified its media
relations agreement dated December 7, 2010 between the registrant and
Market Update Network Corp. Pursuant to the agreement, the board of
directors granted Market Update Network Corp. fifteen thousand seven
hundred and fifty nine (15,759) common shares valued at $0.95 per
common share.
5
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
On November 23, 2010, Michael J. Bovalino resigned as chief executive
officer and Eric J. Hoffman resigned as chief financial officer due to
the financial position of the registrant and for personal reasons.
Appointment of Chief Executive Officer and Chief Financial Officer
------------------------------------------------------------------
On November 29, 2010, the board of directors appointed Jason M.
Shapiro, secretary and director, as chief executive officer and chief
financial officer. Mr. Shapiro will no longer serve as executive vice
president of corporate strategy.
Effective January 1, 2011, the registrant entered into an employment
agreement with Mr. Shapiro. The term of the employment agreement is
four years with an automatic renewal on an annual basis thereafter.
Pursuant to the employment agreement, Mr. Shapiro shall receive
compensation as follows:
a. Base Salary. The registrant will pay Mr. Shapiro an annual
gross base salary as defined below. Any actual payments of salary or
bonuses made to Mr. Shapiro will be net of any governmental applicable
taxes and fees that the registrant acting in good faith and its sole
discretion determines need to be deducted from payments to Mr. Shapiro.
Mr. Shapiro shall the right to receive the base salary for one year
after the term start date regardless of Mr. Shapiro's employment status
with the registrant.
i. Cash Base Salary. The registrant will pay Mr. Shapiro an annual
gross base salary in cash of Two Hundred Twenty-Five Thousand
($225,000.00) Dollars payable at least semi-monthly.
ii. Equity Base Salary. The registrant will pay Mr. Shapiro an annual
gross base salary in equity ("Equity Base Salary") that shall vest
annually as follows:
(a) January 1, 2012 - Seventy-Five Thousand (75,000)
shares
(b) January 1, 2013 - Seventy-Eight Thousand Seven
Hundred Fifty (78,750) shares
(c) January 1, 2014 - Eighty-Two Thousand Six Hundred
Eighty-Eight (82,688) shares
(d) January 1, 2015 - Eighty-Six Thousand Eight Hundred
Twenty-Two (86,822) shares
b. Bonuses. At the sole discretion of the board, Mr. Shapiro will
be eligible to receive a cash and equity bonus of up to 100% of base
fee each year. The relative percentage of cash and equity in the bonus
will be similar to the cash and equity mix in the base fee. The bonuses
will be based upon actual performance of the Mr. Shapiro and the
registrant as determined by the board. The equity portion of the bonus
will be paid in shares of the registrant and will be fully vested on
the date the bonus is granted.
6
c. Incentive compensation plan in the registrant. The board shall
create a compensation committee to create an option package for Mr.
Shapiro. The compensation committee will make annual stock option grant
awards in a manner consistent with the policies and procedures of the
registrant which will be based upon Mr. Shapiro's service to the
registrant and overall performance criteria. The time, amount and grant
of options shall be in the sole discretion of the board based upon Mr.
Shapiro's performance on an annual basis.
d. Annual Increase. The board agrees to increase Mr. Shapiro's
salary at least annually as of each anniversary of the term start date
at a minimum of five percent (5%) per annum for both the base salary
and bonuses (including the cash and equity components) with additional
upside based on performance which shall be at the sole discretion of
the board.
Mr. Shapiro agreed to a non-compete for one year if terminated with
cause and six months if terminated without cause.
Appointment of Executive Vice President of Business Development
---------------------------------------------------------------
On November 29, 2010, the board of directors appointed Jed M. Sabio as
executive vice president of business development.
Mr. Jed Sabio serves as executive vice resident, business development
for the registrant. Mr. Sabio is a financial professional with over
24 years of progressively responsible analytic and managerial
positions. For the past 21 years, Mr. Sabio has worked for National
Grid and its predecessor companies (KeySpan Energy Corporation and The
Brooklyn Union Gas Company), the last two years as a full-time
consultant. His most recent positions at National Grid included
Director of Mergers and Acquisitions and Director of Finance. In his
capacity as director of merger and acquisitions, he led project
valuation, coordination of extensive due diligence on all proposed
investments, mergers, acquisitions, divestitures, joint ventures,
start-up ventures and other related investments of the corporation and
its subsidiaries. Mr. Sabio has negotiated deal structure and
remuneration, and he has provided financial counsel through deal
completion. As National Grid exited the energy services sector, Mr.
Sabio was charged with de-consolidating and divesting of the nearly
thirty companies that comprised the business unit. Mr. Sabio earned an
MBA in finance from St. John's University in 1988 and a BA in
Psychology from Vassar College in 1985.
Effective January 1, 2011, the registrant entered into an employment
agreement with Mr. Sabio. The term of the employment agreement is four
years with an automatic renewal on an annual basis thereafter.
Pursuant to the employment agreement, Mr. Sabio shall receive
compensation as follows:
Notwithstanding anything else in the Agreement, Mr. Sabio and
registrant agree that Mr. Sabio's compensation, severance, signing
bonus, auto allowance, and/or other benefits will accrue until the
7
registrant raises the necessary capital to fund its first acquisition
or acquisitions and the raise is at least ten million ($10,000,000)
dollars.
a. Signing Bonus. The registrant will pay Mr. Sabio a signing bonus
consisting of:
i. Cash Signing Bonus. Seventy-One Thousand ($71,000.00) Dollars in
cash
ii. Equity Signing Bonus. Seventy-One Thousand (71,000) shares of
the registrant that will vest on January 1, 2012.
b. Base Salary. The registrant will pay Mr. Sabio an annual gross base
salary as defined below. Any actual payments of salary or bonuses made
to Mr. Sabio will be net of any governmental applicable taxes and fees
that registrant acting in good faith and its sole discretion determines
need to be deducted from payments to Mr. Sabio. Mr. Sabio shall the
right to receive the base salary for one year after the start date
regardless of Mr. Sabio's employment status with the registrant.
i. Cash Base Salary. The registrant will pay Mr. Sabio an annual
gross base salary in cash of Two Hundred Thousand ($200,000.00) Dollars
payable at least semi-monthly.
ii. Equity Base Salary. The registrant will pay Mr. Sabio an
annual gross base salary in equity that shall vest annually as follows:
(a) January 1, 2012 - Fifty Thousand (50,000) shares
(b) January 1, 2013 - Fifty Two Thousand Five Hundred
(52,500) shares
(c) January 1, 2014 - Fifty Five Thousand One Hundred
Twenty-Five (55,125) shares
(d) January 1, 2015 - Fifty Seven Thousand Eight Hundred
Eighty-One (57,881) shares
c. Bonuses. At the sole discretion of the Board, Mr. Sabio will be
eligible to receive a cash and equity bonus consisting of the
following:
i. Cash Bonus. Fifty Thousand ($50,000.00) Dollars in cash
ii. Equity Bonus. Share in the registrant according to the following
schedule that shall vest as of the date the bonus is granted. The
Bonuses will be based upon actual performance of the Mr. Sabio and the
registrant as determined by the Board.
Bonus Equity Schedule:
(a) For the year ended December 31, 2011 - Seventy-Five
Thousand (75,000) shares
(b) For the year ended December 31, 2012 - Seventy-Eight
Thousand Seven Hundred Fifty (78,750) shares
(c) For the year ended December 31, 2013 - Eighty-Two
Thousand Six Hundred Eighty-Eight (82,688) shares
(d) For the year ended December 31, 2014 - Eighty-Six
Thousand Eight Hundred Twenty-Two (86,822) shares
d. Incentive Compensation Plan in Iron Eagle. The board shall create a
compensation committee to create an option package for Mr. Sabio. The
compensation committee will make annual stock option grant awards in a
8
manner consistent with the policies and procedures of the registrant
which will be based upon Mr. Sabio's service to the registrant and
overall performance criteria. The time, amount and grant of options
shall be in the sole discretion of the board based upon Mr. Sabio's
performance on an annual basis.
e. Annual Increase. The board agrees to increase Mr. Sabio's salary at
least annually as of each anniversary of the start date at a minimum of
five percent (5%) per annum for both the base salary and bonuses
(including the cash and equity components) with additional upside based
on performance which shall be at the sole discretion of the board.
Appointment of Chairman of the Board of Directors
-------------------------------------------------
On November 29, 2010, the board of directors appointed Joseph M.
LoCurto as chairman of the board of directors.
Mr. Joseph LoCurto serves as a director and chairman of the board of
the registrant. Mr. LoCurto draws upon his four decades of mergers and
acquisition leadership in the construction field. Mr. LoCurto has
served as a founder, chief executive officer, chief operating officer
and president of regional, national, and international construction
management companies, ranging from $20 million to in excess of $1.8
billion in annual revenues. Prior to joining Iron Eagle, Mr. LoCurto
was at WDF Inc. and its parent company Greenstar, Inc., which he joined
in 2007 as president and chief operating officer of WDF and became
chief executive officer and president of WDF and chief operating
officer of Green star in 2009. Previously, Mr. LoCurto led divisions
of the multinational construction giant Skanska where he was president
and a member of the board of Slattery Skanksa, chief executive officer
of Gottieb Skanksa, and president/chief executive officer of Atlantic
Skanksa until 2006. Prior to joining Skanska, Mr. LoCurto held various
positions at Gottieb Heavy Industries and NAB Construction.
His notable projects include City Water Tunnel Number 3, the
Rehabilitation of Yankee Stadium, rehabilitation of FDR Drive,
rehabilitation of the Brooklyn and Williamsburg Bridges, the 43 story
Channel club on 86th and York Ave, rehabilitation of the Statue of
Liberty, 500 MW Poletti Power Plant, Jacob Javits Convention Center,
Newtown Creek WPCP, rehabilitation of Roosevelt Avenue subway station,
the World Trade Center. His accomplishments in the areas of heavy
public works include projects for the MTA's New York City Transit, the
New York City Department of Environmental Protection, the New York City
Department of Transportation, the Dormitory Authority of the State of
New York, the New York City Department of Design and Construction, the
New York City School Construction Authority, New York Power Authority,
Con Edison, KeySpan, and the New York State and City Department of
Transportation.
Mr. LoCurto has been an active member in the industry. He is past
president of the Subcontractors Trade Association, a member of the
American Society of Mechanical Engineers for over thirty years and a
member of MOLES. Throughout his career, he has focused on employing
9
safe practices, surrounding himself with qualified, knowledgeable
people and creating profitable joint venture partnerships. Mr. LoCurto
holds both electrical and mechanical engineering degrees.
Effective January 1, 2011, the registrant entered into a consulting
agreement with Mr. LoCurto. The term of the consulting agreement is
four years with an automatic renewal on an annual basis thereafter.
Compensation. Mr. LoCurto's compensation, severance, signing bonus,
auto allowance, and / or other benefits will accrue until the
registrant raises the necessary capital to fund its first acquisition
or acquisitions and the raise is at least ten million ($10,000,000)
dollars.
a. Signing Bonus. The registrant will pay Mr. LoCurto a signing bonus
consisting of:
i. Cash Signing Bonus. One Hundred Thirty Thousand Dollars
($130,000.00) in cash
ii. Equity Signing Bonus. One Hundred Thirty Thousand (130,000)
shares of the registrant that will vest on January 1, 2012.
b. Base Fee. The registrant will pay Mr. LoCurto an annual gross base
fee as defined below.
i. Cash Base Fee. The registrant will pay Mr. LoCurto an annual gross
base fee in cash of Two Hundred Fifty Thousand ($250,000.00) Dollars
("Cash Base Fee") payable at least semi-monthly.
ii. Equity Base Fee. The registrant will pay Mr. LoCurto an annual
equity gross base fee ("Equity Base Fee") that shall vest annually as
follows:
(a) January 1, 2012 - One Hundred Thousand (100,000) shares
(b) January 1, 2013 - One Hundred Five Thousand (105,000) shares
(c) January 1, 2014 - One Hundred Ten Thousand Two Hundred Fifty
(110,250) shares
(d) January 1, 2015 - One Hundred Fifteen Thousand Seven Hundred
Sixty-Three (115,763) shares
c. Bonuses. At the sole discretion of the board, Mr. LoCurto will be
eligible to receive a cash and equity bonus of up to 100% of Base Fee
each year. The relative percentage of cash and equity in the bonus
will be similar to the cash and equity mix in the base fee. The bonuses
will be based upon actual performance of the Mr. LoCurto and the
registrant as determined by the Board. The equity portion of the bonus
will be paid in shares of the registrant and will be fully vested on
the date the bonus is granted.
d. Incentive Compensation Plan in registrant. The board shall create a
compensation committee to create an option package for Mr. LoCurto. The
compensation committee will make annual stock option grant awards in a
manner consistent with the policies and procedures of the registrant
which will be based upon Mr. LoCurto's service to the registrant and
10
overall performance criteria. The time, amount and grant of options
shall be in the sole discretion of the board based upon Mr. LoCurto's
performance on an annual basis.
e. Annual Increase. The board agrees to increase Mr. LoCurto's fee at
least annually as of each anniversary of the start date at a minimum of
five percent (5%) per annum for the cash base fee, equity base fee, and
bonuses with additional upside based on performance which shall be at
the sole discretion of the Board.
Mr. LoCurto agreed to a nondisclosure/noncompete that while acting as a
consultant for the registrant, notwithstanding the foregoing, with the
exception of the registrant, Mr. LoCurto may own, directly or in
directly, solely as an investment, up to five percent (5%) of any class
of publicly traded securities of any person or entity which owns a
competitive business.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL
YEAR
On January 18, 2011, the board of directors changed its fiscal year to
December 31.
ITEM 8.01 OTHER EVENTS
On January 18, 2011, the board of directors approved a change in its
executive offices to 61 West 62nd Street, Suite 23F, New York, New York
10023.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
No. Description
10-1 Member Interest Purchase Agreement dated
January 21, 2011
10-2 Pledge and Assignment of Membership Interest dated
January 21, 2011
10-3 Jason M. Shapiro Employment Agreement effective January
1, 2011
10-4 Joseph LoCurto Consulting Agreement effective January 1,
2011
10-5 Jed Sabio Employment Agreement effective January 1, 2011
10-6 Lease between the registrant and Belle Haven Capital,
LLC dated September 1, 2010 and amended on January 1,
2011
99-1 Press release dated November 29, 2010
99-2 Press release dated January 25, 2011
11
99-3 Media Relations Agreement between the registrant and
Market Update Network Corp.
99-4 Press release dated February 1, 2011
99-5 Financial Statements of Sycamore Enterprises LLC
(proformas to be provided by amendment)
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/ Jason Shapiro
------------------------
Jason Shapiro
Chief Executive Officer
Dated: February 4, 2011