8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 16, 2015

DESERT HAWK GOLD CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-169701	82-0230997
(State or Other Jurisdiction of Incorporation)	Commission File Number	(IRS Employer Identification No.)

1290 Holcomb Avenue, Reno, NV	89502
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (775) 337-8057

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:

 .Written communications pursuant to Rule 425 under the Securities Act

 .Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 .Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 .Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01

Entry into a Material Definitive Agreement.

On January 16, 2015, Desert Hawk Gold Corp., a Nevada corporation (the “Company”) entered into an Addendum to the Tenth Amendment to the Investment Agreement (the “Addendum”) with DMRJ Group I, LLC (the “Investor”), which Investment Agreement was originally entered into on July 14, 2010 (the “Investment Agreement”). A copy of the Addendum has been included as an exhibit to this report.

The purpose of the Addendum was to memorialize the intent of the parties to the Investment Agreement that the Investor maintain 67% ownership in the Company. The Addendum removed the third paragraph of the Fourth Amendment to the Investment Agreement dated May 3, 2011 (the “Fourth Amendment”) which gave the Investor the right to convert the Yellowhammer Advance, as defined in the Investment Agreement, and amendments thereto, into shares of common stock of the Company. The ability to convert the Yellowhammer Advance would have given the Investor more than 67% ownership in the Company, which was contrary to the intent of the parties to the Investment Agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Addendum to Tenth Amendment to Investment Agreement, dated January 16, 2015

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.

Desert Hawk Gold Corp.

Date: January 21, 2015

By

/s/ Rick Havenstrite

Rick Havenstrite, President

2

EX-99.1

EXHIBIT 99.1

ADDENDUM TO TENTH AMENDMENT TO

INVESTOR AGREEMENT

This Addendum to the Tenth Amendment to Investment Agreement (this “Addendum”) is made as of this 16th day of January, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the “Company”), and DMRJ Group I LLC, a Delaware limited liability company (the “Investor”).

WHEREAS, the Company and the Investor are parties to a certain Investment Agreement, dated July 14, 2010, which included a first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, and tenth amendment (collectively the “Investment Agreement”);

WHEREAS, Paragraph 3 of the Fourth Amendment will be removed effective as of the signing of the Tenth Amendment on February 19, 2014. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Investment Agreement.

WHEREAS, the parties have memorialized this understanding in emails but would like to add it as an addendum to the Tenth Amendment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt to which is hereby acknowledged, and pursuant to the provisions of Section 9.01 of the Investment Agreement, the parties hereby agree as follows:

1.

Removal of Paragraph 3 of the Fourth Amendment. In Paragraph 3 of the Fourth Amendment, it provides that the Yellowhammer Advance and the April Term Loan Advances may be converted, at the option of the Investor, into shares of the Company. This could give the Investor more than 67% ownership of the Company. This was never the parties’ intent and accordingly Paragraph 3 of the Fourth Amendment is removed in its entirety to accurately reflect the parties understanding of the agreement. The parties agree that such conversion right is terminated. To the extent terms defined in Paragraph 3 of the Fourth Amendment are used in the Fifth, Sixth, Seventh, Eighth, Ninth or Tenth, Amendments, the definitions of those terms will survive this Addendum.

2.

Remaining Provisions Valid. All of the other terms and conditions set forth in the Investor Agreement, remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum to the Tenth Amendment the day and year first above written.

DESERT HAWK GOLD CORP

DMRJ GROUP, INC.

By: /s/ Richard Havenstrite

By: /s/ Daniel Small

Name: Richard Havenstrite

Name: Daniel Small

Title: President

Title: Managing Director