ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial and business analysis below provides information we believe is relevant to an assessment and understanding of our financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes included in this form 10-K. This discussion contains forward-looking statements that are based upon current expectations and assumptions that are subject to risks and uncertainties. Actual results and the timing of certain events may differ materially from those projected in such forward-looking statements due to a number of factors..

Trends and Uncertainties

The current global economic and financial crisis has severely hampered our ability to obtain additional funds with which to seek additional acquisition targets, construction contracts, or other types of business opportunities. We are uncertain what potential business ventures will be available to us in the near future, or whether, if they are available, we will be able to obtain debt or equity financing necessary to take advantage of those opportunities.

Going Concern

Iron Eagle has an accumulated deficit through December 31, 2011 totaling $4,482,559 and recurring losses and negative cash flows from operations.
Because of these conditions, Iron Eagle will require additional working capital to develop its business operations.

Iron Eagle's success will depend on its ability to raise money through debt and the sale of stock to meet its cash flow requirements. The ability to execute its strategic plan is contingent upon raising the necessary cash to

1) pursue and close acquisitions;

2) sustain limited operations; and,

3) meet current obligations.

The current economy has severely hampered the registrant's ability to raise funds to close on identified acquisitions. The construction market continues to remain weak. The registrant is uncertain what potential acquisitions will be available to us in the near future, or whether, if they are available, if they will be able to raise funds necessary to take advantage of these opportunities.
Management believes that the efforts it has made to promote its business will continue for the foreseeable future. These conditions raise substantial doubt about Iron Eagle's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should Iron Eagle be unable to continue as a going concern.

Critical Accounting Policies

Iron Eagle's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to accounting principles generally accepted in the United States of America which have been consistently applied in the preparation of these consolidated financial statements.

The consolidated financial statements and notes are representations of Iron Eagle's management which is responsible for their integrity and objectivity. Management further acknowledges that it

is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. Iron Eagle's system of internal accounting control is designed to assure, among other items, that

1) recorded transactions are valid;

2) valid transactions are recorded; and

3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of Iron Eagle for the respective periods being presented.

Results of Operations

Year ended December 31, 2011

Total operating expenses for the year ended December 31, 2011 were $3,025,773.

Our general and administrative expenses were $368,136 for the year ended December 31, 2011. This is due to financing, S-1 related expenses, media relations, rent, insurance, and travel expenses.

Compensation for the year ended December 31, 2011 was $1,222,661. This is the result of the addition of a new management team. All compensation expense related to our officers has been accrued and not paid as of December 31, 2011.

Professional fees for the year ended December 31, 2011 were $1,194,976. This is mainly due to audit, legal, financing, and investor relations related expenses.
Professional fees to Related Parties for the year ended December 31, 2011 were $240,000 and consisted of consulting services provided by Belle Haven Partners, a company owned by the brother of an officer of Iron Eagle.

We generated no revenue and recorded no bad debt expense during the year ended December 31, 2011.

For the year ended December 31, 2011, other expense was $240,694 due mostly to amortization of the interest expense from the July and August 2011 private placement, the warrant derivative liability expense related to that private placement, and the payment of interest on the notes due to Mr. LoCurto and Mr. Sabio.

Income tax expense during the year ended December 31, 2011 was $0.

Net loss for the year ended December 31, 2011 totaled $(3,266,467) or $(2.17) per common share.

Year ended December 31, 2010

Total operating expenses for the year ended December 31, 2010 were $942,255.

Our general and administrative expenses were $118,419 for the year ended December 31, 2010. This is due to financing, media relations, and travel expenses.

Compensation for the year ended December 31, 2010 was $506,319. This is the result of the addition of new management team. All compensation expense related to our officers has been accrued and not paid as of December 31, 2010.

Professional fees for the year ended December 31, 2010 were $159,117. This is mainly due to audit, legal, and investor relations related expenses.
Professional fees to Related Parties for the year ended December 31, 2010 were $158,400 and consisted mainly of consulting services provided by Belle Haven Partners, a company owned by the brother of an officer of Iron Eagle.

We generated no revenue and recorded no bad debt expense during the year ended December 31, 2010.

For the year ended December 31, 2010, other expense was $2,865 due mostly to interest expense.

Income tax expense during the year ended December 31, 2010 was $0.

Net loss for the year ended December 31, 2010 totaled $945,120 or $(0.74) per common share.

Liquidity and Capital Resources

For the years ended December 31, 2011 and 2010, we relied on loans from management and key shareholders. Our cash position increased from $0 at December 31, 2009 to $976 at December 31, 2010 and decreased to $62 at December 31, 2011.

For the year ended December 31, 2011, cash flows from operating activities were $(465,970) due to expenses related to compensation, financing, legal, audit, and other general working purposes.

For the year ended December 31, 2010, cash flows from operating activities were $2,018 due to expenses related to compensation, legal, audit, and other general working purposes.

The Company had no cash flows from investing activities for the years ended December 31, 2011 and 2010.

For the year ended December 31, 2011, cash flows from financing activities were $465,056 due mostly to proceeds from borrowings and stock warrants that were issued.

For the year ended December 31, 2010, cash flows from financing activities were $(1,042) which related primarily to the repayment of the Company's capital lease.

We have no current sources of cash and we will not be able to continue in existence if further cash resources are not obtained.

Off-Balance Sheet Arrangements

Iron Eagle has no off-balance sheet arrangements.

Recent Pronouncements

Newly issued accounting pronouncements that potentially impact our consolidated financial statements are disclosed in the Notes to Consolidated Financial Statements of this report.