UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~DATE~~Date OFof ~~REPORT~~First ~~(DATE~~Event ~~OF EARLIEST EVENT REPORTED)~~Reported: ~~December~~May 206, ~~2010~~2011

IRON MINING GROUP, INC.

(~~EXACT~~Exact ~~NAME~~name OFof ~~REGISTRANT~~registrant ASas ~~SPECIFIED~~specified INin ~~CHARTER~~charter)

FLORIDA	333-147529	27-0586475
Florida	333-147529	27-0586475
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

295 Madison Ave, 12th Floor

New York, NY 10017

(~~ADDRESS~~Address OFof ~~PRINCIPAL~~principal ~~EXECUTIVE~~executive ~~OFFICES~~offices)

(626) 389-3070

(~~ISSUER~~Registrant’s ~~TELEPHONE~~telephone ~~NUMBER~~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 ~~(see General Instruction A.2. below)~~:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

OnPut ~~December~~Option ~~20, 2010 (the “Closing Date”), Iron Mining Group, Inc. (the “Company”), entered into a $3,300,000 loan agreement (the “Loan~~ Agreement”) with 22 accredited investors (collectively, the “Lenders”). On the Closing Date and pursuant to the terms of the Loan Agreement, the Company issued (i) 19 senior promissory notes to 19 Lenders aggregating $3,000,000 (the “Senior Notes”) and (ii) three junior promissory notes to three Lenders (the “Class B Lenders”) aggregating $300,000 (the “Junior Notes”, and together with the Senior Notes, the “Convertible Notes”), for a total loan amount of $3,300,000 (the “Loan”). On the Closing Date, the Company received $3,000,000 in cash in exchange for the Senior Notes. The Junior Notes were issued to Sunrise Securities Corp. as deferred commission owed pursuant to the Company entering into the Loan Agreement. The Loan is secured by certain collateral of the Company, pursuant to that certain Pledge and Security Agreement, dated December 20, 2010.

~~The~~On ~~Convertible~~May ~~Notes~~6, ~~bear~~2011, ~~interest~~IMG atIron Ore Trading S.A., a ~~rate~~sociedad anónima incorporated under the laws of ~~fifteen~~the ~~percent~~British Virgin Islands (~~15%~~“IMG Trading”) ~~per~~and ~~annum,~~a ~~subject~~wholly-owned tosubsidiary ~~certain~~of ~~adjustments~~Iron Mining Group, Inc. ~~The~~(the ~~principal~~“Company”), ~~balance~~entered ofinto ~~the~~a ~~Convertible~~put ~~Notes,~~option ~~together~~agreement ~~with~~(the ~~all~~“ ~~accrued~~Put ~~interest~~Option isAgreement”) ~~due~~with ~~and~~OroGrande ~~payable~~Iron onOre ~~June~~Company, 16LLC, ~~2011~~a ~~(the~~Florida ~~“Maturity~~limited ~~Date~~liability company (“OroGrande”). ~~The~~Garrett K. Krause, the Company’s ~~also~~Chief ~~has~~Executive Officer, is also the ~~option~~Manager toof ~~prepay~~OroGrande. Pursuant to the ~~Convertible~~terms ~~Notes~~and ~~prior~~subject to the ~~Maturity~~conditions ~~Date. Further,~~of the ~~Convertible~~Put ~~Notes~~Option ~~may~~Agreement, beIMG ~~converted~~Trading ~~into~~granted ~~shares~~to ofOroGrande ~~the~~an ~~Company’s~~irrevocable ~~common~~right ~~stock,~~to ~~par~~sell ~~value~~iron ~~$0.001~~ore ~~per~~to ~~share~~IMG Trading (the “~~Common~~Put ~~Stock~~Option”),. The atexercise aprice ~~conversion~~for ~~price~~the sale of such iron ore pursuant to the Put Option Agreement shall be forty dollars ($240.00) per ~~share,~~dry ~~subject~~metric toton. OroGrande ~~certain~~may ~~adjustments~~exercise its Put Option at any time following the execution date of the Put Option Agreement.

~~The~~Assignment ~~maturity date of the Loan may be accelerated pursuant to certain terms in the Loan~~ Agreement, including but not limited to, upon the bankruptcy or insolvency of the Company or any of its subsidiaries and may be accelerated by the Lenders upon the default in the payment of any principal or interest on the borrowings, the failure by the Company to comply with or perform certain specified covenants or agreements in the Loan Agreement, or if any representation or warranty in the Loan Agreement and specified other documents is breached.

InOn ~~connection~~May ~~with~~10, ~~the~~2011, ~~Loan~~IMG ~~Agreement~~Trading ~~and~~entered ~~pursuant~~into toan ~~that~~assignment ~~certain~~agreement ~~Royalty~~(the “Assignment Agreement”) with OroGrande, ~~dated~~whereby ~~December~~OroGrande ~~20,~~shall ~~2010,~~irrevocably byassign an existing three-year contract for sale and ~~among~~purchase of iron ore (the ~~Company~~“Purchase and ~~the~~Sale ~~Lenders~~Contract”) to IMG Trading, ~~the~~provided ~~Lenders~~that, ~~are~~inter toalia: ~~receive~~(a)(i) ~~certain~~IMG ~~royalty~~Trading ~~payments~~successfully ~~from~~receives ~~the~~an ~~Company. Pursuant~~initial to180,000 ~~the~~dry ~~Royalty~~metric ~~Agreement~~tons ~~and~~of ~~commencing~~iron onore pursuant to the ~~Closing~~Purchase ~~Date~~and ~~until~~Sale Contract, (ii) such ~~day~~iron ~~that~~ore ishas ~~four~~been ~~years~~purchased from ~~the~~IMG ~~date~~Trading ofby ~~first~~a ~~shipment~~third ~~of 30~~party,~~000~~ ~~metric~~and ~~tons~~(iii) ofsuch iron ore orhas ~~more~~been infully apaid ~~single~~for ~~shipment~~(and is non-assessable) by such third party; (b)(i) all principal, interest, fees and other amounts owed by the Company ~~shall~~pursuant ~~pay~~to ~~the~~a ~~Lenders~~Loan ~~$3.30~~Agreement ~~per~~(as ~~metric~~defined ~~ton~~therein) onhave ~~all~~been ~~iron~~fully ~~ore~~repaid, ~~shipped~~and by(ii) ~~Lender~~with ~~from~~respect ~~Chile~~to the Loan Agreement and ~~Mexico.~~all ~~This~~documents ~~royalty~~executed ~~right~~in ~~survives~~connection therewith, any ~~repayment~~lien, ofpledge, ~~the~~security ~~Loan~~interest, assignment, encumbrance, claim, option, reservation, purchase right, and/or ~~conversion~~other charge, security, encumbrance, or claim of ~~the~~any ~~Convertible~~kind ~~Notes~~or nature whatsoever has been terminated.

The ~~Company~~above ~~also~~descriptions ~~issued~~of ~~five-year warrants to~~ the ~~Lenders~~Put toOption ~~purchase~~Agreementand ~~3,300,000~~the ~~shares~~Assignment ofAgreement ~~Common~~do ~~Stock~~not atpurport ~~an exercise price of $2.00 per share, subject~~ to ~~certain~~be ~~adjustments~~complete ~~(the~~and ~~“Warrants”). The~~are ~~Warrants~~qualified ~~may~~in betheir ~~exercised~~entirety inby ~~whole~~reference orto insuch ~~part~~documents, ~~and~~which ~~contain~~are aattached ~~cashless~~hereto ~~exercise~~as ~~feature~~exhibitsto atthis ~~the~~Current ~~holder’s~~Report ~~option. See~~on ~~Item~~Form 38-K.~~02 below.~~

InItem ~~connection~~9.01 Financial ~~with~~Statements ~~the Loan Agreement~~ and pursuant to that certain Registration Rights Agreement, dated December 20, 2010, by and among the Company and the Lenders, the Lenders are to receive certain registration rights with respect to the shares underlying the Convertible Notes and the WarrantsExhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Exhibit No.		Description

10.1		Put Option Agreement, dated May 6, 2011, by and between IMG Iron Ore Trading, S.A. and OroGrande Iron Ore Company, LLC

10.2		Assignment Agreement, dated May 10, 2011, by and between IMG Iron Ore Trading, S.A. and OroGrande Iron Ore Company, LLC

99.1		Press Release, dated May 11, 2011

The information from Item 1.01 above is incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Loan Agreement, the Company issued Warrants to the Lenders. See Item 1.01 above.

The Company issued these securities in reliance on the safe harbor provided by Regulation D Rule 506 promulgated under Section 4(2) of the Securities Act of 1933, as amended. These stockholders who received the securities represent that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. The Company’s management made the determination that the investors are accredited investors (as defined in Regulation D) based upon our management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	IRON MINING GROUP, INC.
Date: December 27, 2010	By:	/s/ Garrett K. Krause
Dated: May 12, 2011	By:	/s/ Garrett K. Krause
		Garrett K. Krause
		Name: Garrett K. Krause
		Chief Executive Officer
		Title: Chief Executive Officer

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