ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our unaudited interim consolidated financial statements and the related notes thereto contained in Part 1, Item 1 of this Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011.

Caution Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains, and any documents incorporated herein by reference may contain, forward-looking statements that involve risks and uncertainties. When used in this document, the words, "intend", "anticipate", "believe", "estimate", "plan", "expect" and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from the results discussed in the forward-looking statements as a result of risk factors including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2011.

Company Overview

The registrant provides construction and contracting services in both the infrastructure and government markets. The registrant's management consists of business leaders in construction, government contracting, defense, finance, operations, and business development.

Critical Accounting Policies and Use of Estimates

Our unaudited interim consolidated financial statements and related disclosures, which are prepared to conform with accounting principles generally accepted in the United States of America (U.S. GAAP), require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the period reported. We are also required to disclose amounts of contingent assets and liabilities at the date of the consolidated financial statements. Our actual results in future periods could differ from those estimates and assumptions. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

During the quarter ended June 30, 2012, there were no significant changes to the critical accounting policies we disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2011.

Results of Operations

Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

Revenues

The Company did not generate revenues for the three months ended June 30, 2012 and 2011 as they continue to be in the development stage.

Operating Expenses

Our general and administrative expenses for the three months ended June 30, 2012 were $25,446, as compared to $19,407 for the three months ended June 30, 2011. This amount includes media relations, rent, insurance, transfer agent, and travel expenses.

Compensation expense for the three months ended June 30, 2012 were $260,051, as compared to $162,500 for the three months ended June 30, 2011. This increase was the result of hiring of the new management team. All compensation expense related to the registrant's officers has been accrued and not paid as of June 30, 2012.

Professional fees for the three months ended June 30, 2012 were $236,732, as compared to $305,250 for the three months ended June 30, 2011. This decrease was primarily a result of lower legal, audit, and consulting and S-1 related fees occurred in 2011.

Professional fees to related parties for the three months ended June 30, 2012 were $45,000, as compared to $60,000 for the three months ended June 30, 2011. This is due to a decrease in the consulting expenses related to Belle Haven Partners ("Belle Haven"), a company owned by a significant shareholder and the brother of an officer of the Company.

Total operating expenses for the three months ended June 30, 2012 were $567,229 compared to $547,157 for the three months ended June 30, 2011. This increase was primarily due to hiring of new management in 2011 offset by lower professional fees.

Other Income (Expense)

Other income (expense) for the three months ended June 30, 2012 was $5,026, as compared to $(9,149) for the three months ended June 30, 2011. This increase is due to the following occurring in 2012: $17,034 of interest expense offset by $22,060 of income due to the decrease in fair value of the warrant derivative liability from the private placement warrants in August 2011.

Provision for Income Taxes

The Company did not have a provision for income taxes for the three months ended June 30, 2012 and 2011.

Net Loss from Continuing Operations

As a result of the above mentioned items, the registrant reported a net loss from continuing operations of $(562,203), or $(0.07) per share-basic and diluted, for the three months ended June 30, 2012, as compared to reported net loss of $(556,306), or $(0.38) per share-basic and diluted, for the three months ended June 30, 2011.

Net Loss from Discontinued Operations

The registrant reported net loss of $(341,731) or $(0.23) per share-basic and diluted for the discontinued operations of Delta Mechanical for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

Revenues

The Company did not generate revenues for the six months ended June 30, 2012 and 2011 as they continue to be in the development stage.

Operating Expenses

Our general and administrative expenses for the six months ended June 30, 2012 were $47,198, as compared to $156,752 for the six months ended June 30, 2011. This amount includes financing, media relations, rent, insurance, and travel expenses.

Compensation expense for the six months ended June 30, 2012 were $582,356, as compared to $663,750 for the six months ended June 30, 2011. This decrease was the result of hiring of the new management team. All compensation expense related to the registrant's officers has been accrued and not paid as of June 30, 2012.

Professional fees for the six months ended June 30, 2012 were $446,887, as compared to $520,533 for the six months ended June 30, 2011. This decrease was primarily a result of lower legal, audit, and consulting and S-1 related fees occurred in 2011.

Professional fees to related parties for the six months ended June 30, 2012 were $90,000, as compared to $120,000 for the six months ended June 30, 2011. This is due to a decrease in the consulting expenses related to Belle Haven Partners ("Belle Haven"), a company owned by a significant shareholder and the brother of an officer of the Company.

Total operating expenses for the six months ended June 30, 2012 were $1,166,441 compared to $1,461,035 for the six months ended June 30, 2011. This decrease was primarily due to hiring of new management and S-1 related expenses in 2011

Other Income (Expense)

Other income (expense) for the six months ended June 30, 2012 was $40,239, as compared to $(11,026) for the six months ended June 30, 2011. This increase is due to the following occurring in 2012: $33,678 of interest expense offset by $81,688 of income paid by Tru-Val Electric to us to pay corporate expenses and $7,771 of expense due to the decrease in fair value of the warrant derivative liability from the private placement warrants in August 2011.

Provision for Income Taxes

The Company did not have a provision for income taxes for the six months ended June 30, 2012 and 2011.

Net Loss from Continuing Operations

As a result of the above mentioned items, the registrant reported a net loss from continuing operations of $(1,126,202), or $(0.17) per share-basic and diluted, for the six months ended June 30, 2012, as compared to reported net loss of $(1,472,061), or $(1.01) per share-basic and diluted, for the six months ended June 30, 2011.

Net Loss from Discontinued Operations

The registrant reported net loss of $(252,266) or $(0.17) per share-basic and diluted for the discontinued operations of Delta Mechanical for the six months ended June 30, 2011.

Trends and Uncertainties

The current global economic and financial crisis has severely hampered our ability to obtain additional funds with which to seek additional natural resources, 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.

Liquidity and Capital Resources

The registrant has a deficit accumulated during the development stage through June 30, 2012 totaling $5,608,761 and recurring losses and negative cash flows from operations. Because of these conditions, the registrant will require additional working capital to develop its business operations.

The registrant'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 the registrant'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 the registrant be unable to continue as a going concern.

Six Months Ended June 30, 2012 compared to the Six Months Ended June 30, 2011

During the six months ended June 30, 2012, we relied on cash transferred by Tru-Val Electric, loans from management, and key shareholders. As of June 30, 2012, total cash and cash equivalents was $2,724 compared to the $62 as of December 31, 2011. During the first six months end June 30, 2012, cash was transferred to us by Tru-Val Electric to us to pay corporate expenses which helped offset by the use of cash for operating expenses.

Cash provided by (used in) operations

Net cash provided by operations was $2,662 for the six months ended June 30, 2012, as compared to $(219,212) used in operations for the six months ended June 30, 2011. This decrease was primarily a result of depreciation and amortization and the shares issued for services offset by the operations of Delta Mechanical which was acquired during January 2011.

Cash used in investing activities

Net cash provided by investing activities was $0 for the six months ended June 30, 2012 compared to $2,639,333 provided by investing activities for the six months ended June 30, 2011. The 2011 investing activities were due to the cash acquired in the acquisition of Delta Mechanical offset by fixed assets purchased during 2011.

Cash provided by financing activities

Net cash provided by financing activities during the six months ended June 30, 2012 was $0 compared to $307,496 for the six months ended June 30, 2011. The 2011 was primarily a result of borrowing from a third party. In addition the Company entered into a note payable with the former owner of Delta Mechanical for the related acquisition totaling $8,757,463 which was disclosed as a non-cash transaction in the supplemental disclosures during the six months ended June 30, 2011. Also during the Company issued 4,983,194 shares of common stock in connection with the conversion of related party liabilities totaling $1,245,799 and converted certain accounts payable to a note totaling $27,725 during the six months ended June 30, 2012

Commitments and Contractual Obligations

There have been no material changes to our commitments and contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2011. Additional comments related to our contractual obligations are presented below.

Executed Purchase Agreements

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

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 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 increase shall not be less than $1,000,000.

The registrant is currently engaged in the identification and ongoing negotiations for the acquisition of construction related entities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.