XML 34 R20.htm IDEA: XBRL DOCUMENT v2.4.0.6
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2011
Notes to Financial Statements  
SUBSEQUENT EVENTS

 

In May 2009, the FASB issued ASC 855-10, “Subsequent Events”, (formerly SFAS No. 165, “Subsequent Events,” which establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The pronouncement requires the disclosure through the date on which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued.     

 

In February 2010, the FASB issued Accounting Standards Update 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which amended ASC 855 and which requires issuers of financial statements to evaluate subsequent events through the date on which the financial statements are issued.  FASB 2010-09 defines the term "SEC Filer" and eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated.  This change was made to alleviate potential conflicts between ASC 855-10 and the reporting requirements of the SEC.  FASB 2010-09 was effective immediately, and did not have a material effect on the Company's financial statements.

 

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed and the following items were noted:

  

Ed English Employment Agreement.  On December 13, 2011, the registrant entered into an employment agreement with Edward English that is effective as of December 13, 2011 and expires on September 30, 2015, unless previously terminated by either party.  Purchase to the employment agreement, Mr. English agreed to serve as our chief executive officer and a director of the board. On the same date, Jason M. Shapiro voluntarily resigned as chief executive officer and remained as Iron Eagle’s chief financial officer and a director of the Iron Eagle. Pursuant to Mr. English’s agreement, the registrant granted 283,071 restricted shares to Mr. English.

 

Conversion Agreement. On January 27, 2012, the registrant entered into a conversion agreement with Jason M. Shapiro, Belle Haven Partners LLC, Jake A. Shapiro as president of Belle Haven, Joseph E. Antonini, Gary J. Giulietti, Jed M. Sabio, and Edward M. English.  Pursuant to the agreement, the above individuals agreed to convert the following amounts owed to them by the registrant 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: $659,439 into 2,637,756 common shares

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

 

Share issuance pursuant to English Employment Agreement.  Pursuant to the English employment agreement dated December 13, 2011 and other agreements between registrant and Ed English, the registrant agreed to issue 884,015 shares to Ed English. In addition, as a performance bonus, Iron Eagle will issue English 1,037,409 shares upon the next acquisition of a company by Iron Eagle.

 

On February 7, 2012, the registrant and Tru-Val Electric Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the registrant entered into a share purchase agreement with Tru-Val Electric Corp. and Christopher Totaro. Mr. Totaro owns 100% of the common shares of Tru-Val Electric Corp.

 

Purchase Price. The aggregate purchase price to be paid by the registrant 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 registrant and (iii) the preferred equity subject to the adjustment:

 

Assumption of Debt. At closing, registrant shall assume certain debt and liabilities from Tru-Val Electric Corp. totaling approximately seven million ($7,000,000.00) dollars.

 

Equity to Mr. Totaro. At closing, the registrant 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 registrant. At closing, Mr. Totaro’s common shares of the registrant 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 registrant shall issue to Mr. Totato’s, or his designee, preferred shares in the registrant equal to one million ($1,000,000.00) dollars of such preferred shares.

 

Preferred Equity Adjustment. The debt difference shall be defined as seven million ($7,000,000.00) 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 increase shall not be less than $1,000,000.

 

No other reportable subsequent events were noted.