8. Stockholders' Equity

6 Months Ended

Jun. 30, 2012

8. STOCKHOLDERS’ EQUITY

Stock Issued for Services:

On February 4, 2011, the Company executed a consulting agreement with IPX Capital, LLC ("IPX"). Pursuant to the agreement on March 20, 2011 the Company granted IPX 15,625 common shares valued at $6.40 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 1percent of any capital raised in excess of $40,000,000. An additional 15,625 shares will be earned and vest upon the completion of raising the necessary capital to find the Company's first acquisition.

Effective March 1, 2011, the Company entered into an investor relations consulting agreement with Alliance Advisors, LLC. Pursuant to the 15 month agreement, the Company will issue 15,000 restricted shares over the term of the agreement, including 5,000 to be issued within the first 30 days of the agreement. In March 2011, the Company issued 5,000 shares of common stock, valued at $8.08 a share, the price as of the issue date, which vested immediately. The agreement also provides for cash fees beginning on the fourth month of service. The fees range from $5,000 to $8,500 a month, with the escalations occurring upon closing of a financing transaction of $10.0 million or more and upon a successful listing on the American Stock Exchange or NASDAQ.

Effective March 1, 2011, the Company entered into a 12 month consulting agreement with Hayden IR to provide corporate investor and public relations services. Pursuant to the agreement, the Company will issue 9,375 shares of common stock within 30 days of engagement. In March 2011, the Company issued the 9,375 shares, valued at $8.08 a share, the price as of the issue date, 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 $10.0 million or more occurs, the fees will be $7,000 per month. If the Company does not raise enough money to pay the fee, an additional 9,375 shares of restricted common stock will be issued to Hayden IR within 30 days following the sixth month of engagement.

On March 1, 2011, the Company entered into a consulting agreement with RJ Falkner & Company, Inc. ("Falkner") 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 Company 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 Company's stock during the prior 20 market trading days, which was 962 shares at $10.40 a share for the first two months of service. In addition, the Company issued Falkner a three-year warrant to purchase 10,625 shares of the Company's common stock, at an exercise price that is equivalent to the last trade price of the Company's common stock on the date prior to the start date of the consulting agreement, which was $8.08 a share. The fair value of the warrant was $75,219. The fair value of the warrant was determined using the Black Scholes option pricing model with the following assumptions:

Risk Free Interest Rate	1.15%
Volatility	177%
Dividend	0
Expected Term	3 years

On March 1, 2011, the Company entered into a media production and placement services agreement with NewsUSA ("NUSA") to provide national media exposure for the Company. NUSA will provide the Company with $500,000 of media credit to be used in the placement of print and radio features obtained by NUSA on behalf of the Company. Pursuant to the agreement, the Company 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 Company issued 12,019 shares of stock, valued at $10.40 a share, which vested immediately. For every release after the first media release, for each $25,000 of media credit utilized, the Company shall debit the guaranteed media credit by $22,500 and pay the remaining $2,500 in cash.

On March 13, 2011, the Company issued 5,966 shares of stock to Gary Giulietti, as compensation for his services as a director of the Company from the time period of May 4, 2010, the date Mr. Giulietti joined the board of directors, to March 31, 2011. These shares were valued at $7.60 a share, the share price as of December 31, 2010 (date of grant) as agreed to in 2010 by the board of directors.

On March 13, 2011, the Company issued 4,650 shares of stock to JEA Energy LLC, a firm 100 percent owned by Joseph Antonini, as compensation for his services as a director of the Company from the time period of July 16, 2010, the date Mr. Antonini joined the board of directors, to March 31, 2011. These shares were valued at $7.60 a share, the share price as of December 31, 2010 (date of grant) as agreed to in 2010 by the board of directors

The fair value recorded above approximate the fair value of the services provided.

Conversion Agreement. On January 27, 2012, the Company entered into a conversion agreement with Jason M. Shapiro, Belle Haven Partners LLC, Jake A. Shapiro as president of Belle Haven Partners LLC, Joseph E. Antonini, Gary J. Giulietti, and Jed M. Sabio. Pursuant to the agreement, the above individuals agreed to convert the following amounts owed to them by the Company into common shares at a conversion price of $0.25 per common share.

Joseph E. Antonini: $59,555 into 238,219 common shares

Gary J. Giulietti: $69,555 into 278,219 common shares

Jason M. Shapiro: $408,750 into 1,635,000 common shares

Belle Haven Partners LLC: $659,439 into 2,637,756 common shares

Jed M. Sabio: $48,500 into 194,000 common shares

On January 18, 2012 and February 1, 2012, the Company issued a total of 1,167,086 common shares of the Company to Ed English pursuant to the English employment agreement dated December 13, 2011 and other agreements between the Company and Ed English. In addition, as a performance bonus, Iron Eagle will issue English 1,037,409 common shares of the Company upon the next acquisition of a company by Iron Eagle.

Completed Agreements

On February 7, 2012, the Company and Tru-Val Electric Group, LLC (Tru-Val), a Delaware limited liability company and a newly formed wholly owned subsidiary of the Company entered into a share purchase agreement with Tru-Val and Christopher Totaro. Mr. Totaro owns 100 percent of the common shares of Tru-Val Mr. English, the Company’s CEO, was a former chairman of Tru-Val. The closing, if it occurs, shall be upon mutual agreement between Iron Eagle and Tru-Val

Purchase Price. The aggregate purchase price to be paid by the Company for the common shares shall consist of (i) the assumption of debt; (ii) equity to Mr. Totaro in the form of common shares of the Company and (iii) the preferred equity subject to the adjustment:

Assumption of Debt. At closing, the Company shall assume certain debt and liabilities from Tru-Val Electric Corp. totaling approximately seven million ($7,000,000) dollars.

Equity to Mr. Totaro. At closing, the Company shall issue its restricted common shares to Mr. Totaro, or Mr. Totaro’s designee, such that Mr. Totaro, or said designee, shall own forty percent (40%) of the total issued and outstanding stock of the Company. At closing, Mr. Totaro’s common shares of the Company shall be subject to the following restrictions:

Fifty percent (50%) of the common shares may not be sold to a third party purchaser for value for a period of twelve (12) months following the anniversary of the closing date; and

The remaining fifty (50%) percent of Mr. Totaro’s common shares may not be sold to a third party purchaser for value for a period of twenty-four (24) months following the anniversary of the closing date.

Preferred Equity. In addition to Mr. Totaro’s common shares, at closing, the Company shall issue to Mr. Totaro’s, or his designee, preferred shares in the Company equal to one million ($1,000,000) dollars of such preferred shares.

Preferred Equity Adjustment. The debt difference shall be defined as seven million ($7,000,000) dollars less the actual assumed debt of Tru-Val Electric, as set forth in the final debt statement. The preferred equity shall be adjusted by the amount of the debt difference. Notwithstanding anything contained herein to the contrary, at closing, the preferred equity shall not be less than $1,000,000.

Expense Reimbursement. As part of the agreement, Tru-Val Electric agreed to transfer up to $150,000 to Iron Eagle to be used for public company expenses and are not contingent on the closing of this transaction.

The Company does not have stock option or equity based compensation plans.

As of June 30, 2012 and December 31, 2011, the Company has accrued $79,031 in shares to be issued to Mr. Bovalino and Mr. Hoffman pursuant to their compensation agreements.

As of June 30, 2012 and December 31, 2011, the Company has accrued $100,000 and $50,000, respectively, in shares to be issued for Directors Fees.

See Note 14 - Subsequent Events for share and equity based issuances after June 30, 2012.

Purchase and Retirement of Common Shares

On March 17, 2011, the Company purchased 31,250 common shares of the Company 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. The Company retired the shares immediately following the purchase.

Warrants

The following schedule summarizes the Company’s warrant activity since inception through June 30, 2012:


	Warrants	Weighted Average Exercise Price	Weighted Average Term

Outstanding at November 9, 2009	0	0	0
Warrants granted during 2010	13,594	$10.56	2.50
Warrants exercised	0	0	0
Warrants expired	0	0	0
Outstanding at December 31, 2010	13,594	$10.56	2.50

Warrants granted during Q1 2011	10,625	$8.08	1.67
Warrants granted during Q3 2011	262,500	$1.20	0.79
Warrants exercised	0	0	0
Warrants expired	0	0	0
Outstanding at December 31, 2011	286,719	$1.90	0.90
Warrants granted during Q1 & Q2 2012	0	0	0
Warrants exercised	0	0	0
Warrants expired	0	0	0
Outstanding at June 30, 2012	286,719	$1.90	0.90

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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+ Details

Iron Eagle Group, Inc. 10-Q/A