Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
February 4, 2011
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)
61 West 62nd Street, Suite 23F
New York, NY 10023
---------------------------------------------------------------------
(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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As disclosed below.
ITEM 8.01 OTHER EVENTS
IPX Capital, LLC
----------------
On February 4, 2011, the registrant executed a consulting agreement
with IPX Capital, LLC. Pursuant to the agreement, the registrant
granted IPX 125,000 common shares valued at $0.80 per common share,
which vested immediately. A success fee of $100,000 in cash will be
due upon raising up to $40,000,000, plus an additional 1% of any
capital raised in excess of $40,000,000. An additional 125,000 shares
will be earned and vest upon the completion of raising the necessary
capital to find the registrant's first acquisition.
Alliance Advisors, LLC
----------------------
On March 1, 2011, the registrant entered into an investor relations
consulting agreement with Alliance Advisors, LLC. Pursuant to the 15
month agreement, the registrant will issue 120,000 restricted shares
over the term of the agreement, including 40,000 to be issued within
the first 30 days of the agreement. In March 2011, the registrant
issued 40,000 shares of common stock, valued at $1.01 a share, which
vested immediately. The agreement also provides for cash fees
beginning on the fourth month of service. The fees range from $5,000 a
month to $8,500 a month, with the escalations occurring upon closing of
a financing transaction of $10 million or more and upon a successful
listing on the American Stock Exchange of NASDAQ.
On March 8, 2011, the Company entered into a note agreement with
Alliance Advisors for $7,500 as consideration for receipt of cash by
the registrant. This note has an interest rate of 12% and is due upon
the earlier of June 8, 2011 or the registrant receiving at least
$100,000 of funding.
Hayden IR
---------
On March 1, 2011, the registrant entered into a 12 month consulting
agreement with Hayden IR to provide corporate investor and public
relations services. Pursuant to the agreement, the registrant will
issue 75,000 shares of common stock within 30 days of engagement. In
March 2011, the registrant issued the 75,000 shares, valued at $1.01 a
share, which vested immediately. The agreement provides for no
monthly cash fee for the first six months of service. In months seven
through twelve, assuming a funding event of $10 million or more occurs,
the fees will be $7,000 per month. If the registrant does not raise
enough money to pay the fee, an additional 75,000 shares of restricted
common stock will be issued to Hayden IR within 30 days following the
sixth month of engagement.
3
RJ Falkner & Company
--------------------
On March 1, 2011, the registrant entered into a consulting agreement
with RJ Falkner & Company, Inc. to prepare and distribute Research
Profile reports to over 9,500 investment professionals on a recurring
basis, follow-up with investment professionals and investors on a
continuing basis, and respond to inquiries from brokers, money managers
and investors. The registrant will pay Falkner a monthly retainer fee
of $5,000 payable in restricted shares of common stock, payable each
month in advance, calculated on the average closing price of the
registrant's stock during the prior 20 market trading days, which was
7,693 shares at $1.30 a share for the first two months of service. In
addition, the registrant issued Falkner a three-year option to purchase
85,000 shares of the registrant's common stock, at an exercise price
that is equivalent to the last trade price of the registrant's common
stock on the date prior to the start date of the consulting agreement,
which was $1.01 a share.
NewsUSA
On March 1, 2011, the registrant entered into a media production and
placement services agreement with NewsUSA to provide national media
exposure for the registrant. NUSA will provide the registrant with
$500,000 of media credit to be used in the placement of print and radio
features obtained by NUSA on behalf of the registrant. Pursuant to the
agreement, the registrant was to issue $125,000 of restricted common
shares valued at the 30 day weighted average price as of the effective
day of the agreement. In March 2011, pursuant to this agreement, the
registrant issued 96,154 shares of stock, valued at $1.30 a share,
which vested immediately. For every release after the first media
release, for each $25,000 of media credit utilized, the registrant
shall debit the guaranteed media credit by $22,500 and pay the
remaining $2,500 in cash.
Related party notes
On March 8, 2011, the registrant entered in a note agreement with
Joseph LoCurto, the registrant's chairman, for $30,000 as consideration
for receipt of cash by the registrant. This note is due upon the
registrant receiving at least $75,000 of funding. The note will start
to accrue at interest rate of 10% starting on April 1, 2011.
On March 8, 2011, the registrant entered in a note agreement with Jed
Sabio, the registrant's executive vice president of business
development, for $30,000 as consideration for receipt of cash by the
registrant. This note is due upon the registrant receiving at least
$75,000 of funding. The note will start to accrue at interest rate of
10% starting on April 1, 2011.
On March 17, 2011, the registrant entered in a note agreement with
Jason Shapiro, the registrant's current chief executive officer, for
$250,000 as consideration for reducing the amount owed to Jason Shapiro
by $250,000 for out-of-pocket expenses incurred by Jason Shapiro since
November 2009. This note is due December 31, 2011 and bears an interest
rate of 10% starting on April 1, 2011.
4
Purchase of Marketable Securities
On March 15, 2011, the registrant purchased 250,000 common shares of
the registrant from Galileo Partners, LLC for $100. Galileo Partners
is an investment firm where Steven Antebi, a non-affiliate, is the
president and chief executive officer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
No. Description
99-1 IPX Capital, LLC consulting agreement dated February 4,
2011
99-2 Alliance Advisors, LLC investor relations consulting
Agreement dated March 1, 2011
99-3 Alliance Note Agreement dated March 8, 2011
99-4 Hayden IR consulting agreement dated March 1, 2011
99-5 RJ Falkner Consulting Agreement dated March 1, 2011
99-6 NewsUSA media production and placement services agreement
Dated March 1, 2011
99-7 LoCurto note agreement dated March 8, 2011
99-8 Sabio note agreement dated March 9, 2011
99-9 Shapiro note agreement dated March 17, 2011
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: March 28, 2011