10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______

IRON MINING GROUP, INC.

 (Exact name of registrant as specified in its charter)

Florida	333-147529	27-0586475
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

295 Madison Avenue, 12th Floor

New York, NY 10017

(Address of principal executive offices)

(646) 389-3070

 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes o No x

As of September 14, 2011, there were 69,790,090 shares outstanding of the registrant’s common stock.

EXPLANATORY NOTE

The purpose of this Amendment No.1 (the “Amendment”) to Iron Mining Group, Inc.’s (the “Company”) quarterly report on Form 10-Q for the period ended June 30, 2011, originally filed with the U.S. Securities and Exchange Commission on August 22, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made in this Amendment to the Form 10-Q.  This Amendment speaks as of the original date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 attached hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

Exhibit No.	Description
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IRON MINING GROUP, INC.
Date: September 14, 2011	By:	/s/ Garrett K. Krause
		Name:	Garrett K. Krause
		Title:	Chief Executive Officer
			(Principal Executive Officer)
			(Principal Financial Officer)
			(Principal Accounting Officer)

XML



Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	3,992,000	4,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	91,790,090	91,743,164
Common stock, shares outstanding	69,790,090	69,743,164

XML



Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended		7 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Revenue
Total revenue
Expenses:
Investment banking expense	200,254		422,759		549,954
Rent expense	2,689	4,826	5,424	18,923	5,424
Executive management compensation	245,678	51,988	450,000	111,668	452,122
General and administrative expenses	405,924	30,908	656,298	66,419	1,218,283
Derivative expense	9,469		2,268		104,394
Depreciation expense	2,845	725	4,409	1,449	5,133
Total expenses	877,671	88,446	1,562,470	198,458	2,364,122
Operating loss	(877,671)	(88,446)	(1,562,470)	(198,458)	(2,364,122)
Other income (expense)
Interest expense	(130,648)		(256,648)		(275,682)
Interest Income	278		430		430
Foreign exchange Gains/Losses	(4,110)		(4,674)		(4,674)
Total other income/(expense)	(1,319,439)		(2,763,973)		(2,959,616)
Loss before provision for income taxes	(2,197,110)	(88,446)	(4,326,443)	(198,458)	(5,323,738)
Provision for income taxes
Loss from continuing operations	(2,197,110)	(88,446)	(4,326,443)	(198,458)	(5,323,738)
Income (expense) from operations of discontinued
Consulting business related income		70,608		367,675
Consulting business related expense		(105,493)		(219,184)	(166,489)
Gain(Loss) on discontinued operations		(34,885)		148,491	(166,489)
Net loss	(2,197,110)	(123,331)	(4,326,443)	(49,967)	(5,490,227)
Allocation to non-controlling interest	124		4,246		4,246
Net loss attributable to common stockholders	(2,196,986)	(123,331)	(4,322,197)	(49,967)	(5,485,981)
Weighted average number of common shares outstanding - basic and fully diluted	69,753,717	59,013,275	69,753,717	59,013,275	69,753,717
Loss per share- basic and fully diluted
Net (loss) from continuing operations	$ (0.03)	$ 0.00	$ (0.06)	$ 0.00	$ (0.08)
Net (loss) from discontinuing operations	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Net (loss) from continuing and discontinuing operations	$ (0.03)	$ 0.00	$ (0.06)	$ 0.00	$ (0.08)
Related party
Expenses:
Rent expense	10,812		21,312		28,812
Other income (expense)
Interest expense	(66,435)		(131,271)		(173,119)
Debt Discount
Other income (expense)
Interest expense	$ (1,118,524)		$ (2,371,810)		$ (2,506,571)

XML



Current Litigation

6 Months Ended

Jun. 30, 2011

Current Litigation

Note 16: Current Litigation

On October 15, 2010, the Company was served a compliant by plaintiff Mr. Sterling Pardoe McGregor, individually, for a wrongful termination of employment by a former contract consultant of a related entity to the Company, with additional claims of trading losses of an account that was not related to the Company, but associated by related parties and contracts. The plaintiff filed the complaint in Superior Court of California, County of Los Angeles, Central District. Private Placement Exchange Services, Inc. defined Benefit Pension Plan was named as an additional secondary plaintiff.  The Company believes that this lawsuit has no basis and at no time was the contactor every contracted, paid or associated with the Company, but was associated as a contractor with other WorldVest branded entities and as such, has added the Company as a defendant.  The Company plans to rigorously defend itself against this claim and is considering filing a counterclaim against the plaintiffs.  The Company believes that this litigation has no merit and will have no material adverse effect on our financial condition or results of operations.

On July 15, 2011, as amended on August 15, 2011, the Company filed a complaint in the Supreme Court of the State of New York, County of New York, against MST Financial, LLC (“MST”), Globe Specialty Metals, Inc., Marco International Corporation, Sunrise Securities Corp., Alan Kestenbaum and Nathan Low (collectively, the “Defendants”).  The Company claimed, inter alia, bad faith conduct on the part of the Defendants in certain business dealings between the Company and the Defendants.  Specifically, the Company made certain claims against all or certain of the Defendants including (i) fraud/fraudulent inducement, (ii) negligent misrepresentation, (iii) breach of fiduciary duty, (iv) breach of covenant of good faith and fair dealing, (v) breach of royalty agreement, (vi) unfair competition, (vii) promissory estoppel, (viii) unjust enrichment, (ix) prima facie tort, and (x) injunction.

On August 16, 2011, the Company became aware of a complaint filed against it by MST in the Supreme Court of the State of New York, County of New York, to recover the balance of principal, interest, charges, costs, expenses, fees and other indemnities alleged to be owed under that certain secured loan agreement, dated December 20, 2010, by and among MST, as collateral agent, and the lenders identified therein (the “Lenders”), pursuant to which the Lenders advanced an aggregate principal amount of $3,300,000 to the Company.  Specifically, the complaint makes certain claims against the Company and/or certain other defendants named therein, including (i) non-payment of notes, (ii) replevin, (iii) turnover, (iv) injunction, (v) fraudulent conveyance, (vi) indemnification, and (vii) conversion.

Otherwise than disclosed above, there are no other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 22, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	IRNN
Entity Registrant Name	IRON MINING GROUP, INC.
Entity Central Index Key	0001416712
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		69,790,090

XML



Property and Equipment

6 Months Ended

Jun. 30, 2011

Property and Equipment

Note 5: Property and Equipment

Property and Equipment consisted of the following as of June 30, 2011 and December 31, 2010:

	June 30,			December 31,
	2011			2010
Computer equipment	$	19,097		$	12,412
Furniture and equipment		12,808			12,809
Truck		19,667			-
Accumulated depreciation		(13,209	)		(8,800	)
	$	38,363		$	16,421

During three months ended June 30, 2011 and 2010, the Company recorded depreciation expense of $2,845 and $1,449, respectively. During six months ended June 30, 2011 and 2010, the company recorded depreciation expense of $4,409 and $2,898, respectively.

XML



Long-Term Convertible Debentures

6 Months Ended

Jun. 30, 2011

Long-Term Convertible Debentures

Note 10: Long-Term Convertible Debentures

Convertible Long Term Debentures consisted of the following as of June 30, 2011 and December 31, 2010:

	June 30,		December 31,
	2011		2010
Convertible Long Term Debenture unrelated party, secured, 9% interest, matures on December 31, 2012, balloon payment of principal.  PIK interest paid quarterly.	$	100,000	$	100,000
	$	100,000	$	100,000

During the three months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $2,275 and $0, respectively, related to all convertible debentures due to unrelated parties while during the six months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $4,525 and $0, respectively, related to all convertible debentures due to unrelated parties. As of June 30, 2011 and December 31, 2010, the Company had accrued interest for notes payable of $6,103 and $1,578, respectively.

XML



Description of Business and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Description of Business and Summary of Significant Accounting Policies

Note 1: Description of Business and Summary of Significant Accounting Policies

Description of Business

Iron Mining Group, Inc., formerly WorldVest, Inc., (hereafter “IMG,” “Iron Mining Group” or the “Company”) was organized September 17, 2007, under the laws of the State of Florida, under the name Catalyst Ventures Incorporated.  On July 2, 2009, the Company filed an amendment with the Florida Secretary of State changing the Company’s name to WorldVest, Inc. Subsequently, on October 15, 2010, the Company changed its name again to Iron Mining Group, Inc.  The Company is authorized to issue 200,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.

The Company is an iron ore mining company, with its focus on the acquisition and development of iron ore mining properties in Chile and Mexico.  On August 27, 2010, Iron Mining Group closed on the acquisition of 100% of CIM Mineral Investors, S.A., a BVI mineral holding company (“CIM Mineral”) that owns 99.9% of Minera Iron Mining Group Chile, Ltda. (formerly Chile Inversiones de Minerales, Ltda.) (“IMG Chile”).  Iron Mining Group amended the terms of the transaction on November 19, 2010.  IMG Chile is considered the Chilean parent operating company for all Iron Mining Group iron ore business in Chile and currently holds a 100% equity interest in the Atacama Desert Iron Ore Mine, a 100% equity interest in the Tocopilla Iron Sands Mine and a 50% equity interest in Cruz Grande, S.A., with an option to acquire another 20%.  On March 31, 2011, the terms were amended and finalized, whereby 32,000,000 shares of Iron Mining Group common stock were issued for the acquisition of CIM Mineral.  22,000,000 of these shares were escrowed and will vest upon successful production and export of 1,000,000 metric tons of iron ore from CIM Mineral’s properties.  Iron Mining Group also owns 99.9% of the outstanding shares of Heirro IMG Mexico, S.A. de CV and 100% of IMG Iron Ore Trading, S.A. a company incorporated in the British Virgin Islands (“BVI”).

In the first six months of 2011, the Company incorporated a wholly-owned operating subsidiary in Mexico under the name of Hierro IMG Mexico, SA de CV, and has signed two letters of intent for iron ore exploration and development joint ventures.

In the first six months of 2011, the Company incorporated IMG Iron Ore Trading, S.A. in the BVI, which will serve as the international trading subsidiary for all iron ore produced in Chile and Mexico.

Development Stage

The Company was in development stage through December 31, 2009.  The 2010 fiscal year was the first year during which the Company was considered an operating company and was no longer in the development stage.  In November 2010, the Company discontinued its operations as a global merchant bank and became focused on building its iron ore mining business and re-entered development stage on November 19, 2010, and is still considered to be in the development stage.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”).  Management has included all nominal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.  Interim results are not necessarily indicative results for a full year.  The information included in this quarterly report on Form 10-Q should be read in conjunction with information included in the Company’s 2010 annual report on Form 10-K.

Principles of Combination and Consolidation

Financial Accounting Standards Board (“FASB”) ASC 805, “Business Combinations” ASC 805 a “business combination” excludes transfers of net assets or exchanges of equity interests between entities under common control.  ASC 805 also states that transfers of net assets or exchanges of equity interests between entities under common control should be accounted for similar to the pooling-of-interests method (“as-if pooling-of-interests”) in that the entity that receives the net assets or the equity interests initially recognizes the assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. Because the Company and WorldVest, LLC and FutureVest were under common control at the time of the acquisitions, the transfer of assets and liabilities of WorldVest, LLC and FutureVest were accounted for at historical cost in a manner similar to a pooling of interests.  For financial accounting purposes, the acquisition was viewed as a change in reporting entity and, as a result, required restatement of the Company’s financial statements for all periods subsequent to June 18, 2009, the date of the transaction and the date at which common control of the Company and WorldVest, LLC and FutureVest by Iron Mining Group, Inc. commenced.  Accordingly, the Company’s consolidated balance sheets as of June 30, 2011 and December 30, 2010, and the consolidated statement of operations, consolidated statement of stockholders’ deficit and consolidated statement of cash flows for the quarter ended June 30, 2011, include Iron Mining Group, Inc. consolidated with the assets of CIM Mineral Investors, S.A. which includes Minera Iron Mining Group Chile, Ltda. and our 50% interest in Cruz Grande, S.A. and Heirro IMG Mexico, S.A. de CV.  As of December 31, 2010, Iron Mining Group transferred the ownership of FutureVest to The WorldVest Fund, S.A. in a related party transaction causing for a gain on the sale of assets of $35,152, so these two entities are no longer part of our consolidating financial statements.

Business Combinations

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” (“ASU 2010-29”) which addresses diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations.  ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the consolidated entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments in ASU 2010-29 also expand supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The new standard is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  The impact on the Company of adopting the new standard will depend on the nature, terms and size of the business combinations completed after the adoption date.

Cash and Equivalents

For the purpose of the statement of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were $30,572 and $2,597,486 cash equivalents as of June 30, 2011 and December 31, 2010, respectively.

Revenue Recognition

In 2011, the Company anticipates being able to recognize revenue from the sale of iron ore against its purchase contracts from its two customers in China.  Revenue from the sale of iron ore will be recognized at the time the product is loaded on a ship and said ship leaves port.  All payments for product will be made through a letter of credit, which will be drawn against at the time ship is loaded and leaves port.

Stock-based compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.  The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees.  Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

Dividends

During the six months ended June 30, 2011, the Company declared a share dividend of 178,321 common shares with a market value of $342,090 as payment on the Class B Preferred Shares issued as of December 31, 2010.  Some of this dividend has not been issued and is reflected as a balance in the common stock payable equity account.

Loss per common share

The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the statement of operations.  Basic EPS is computed by dividing reported losses by the weighted average shares outstanding.  Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock.  For the quarter ended June 30, 2011 and 2010, the denominator in the diluted EPS computation is the same as the denominator for basic EPS because the Company had net losses and the 15,475,740 warrants outstanding would have been anti-dilutive.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.  In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition.  In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.  Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.  Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

For the six months ended June 30, 2011, the Company did not record a provision for income taxes because the Company has incurred taxable losses since its formation in 2007.  As it has no history of generating taxable income, the Company reduces any deferred tax assets by a full valuation allowance.  The Company anticipates incurring additional taxable losses while it completes the development and commercialization of its iron ore mining business.  The Company may in the future become subject to federal, state and city income taxation, though it has not been since its inception.

Income Taxes (Continued)

The Company may in the future become subject to federal, state and city income taxation, though it has not been since its inception.

Use of Estimate

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ estimates.

Fair Value of Financial Instruments

The Company has financial instruments whereby the fair value of the financial instruments could be different than that recorded on a historical basis in the accompanying balance sheet.  The Company’s financial instruments consist of cash and payables.  The carrying amounts of the Company’s financial instruments approximate their fair values as of June 30, 2011 and December 31, 2010, due to their short-term nature.

· Level 1 – The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability.  However, relatively few items, especially physical assets, actually trade in active markets.

· Level 2 – FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information.  To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

· Level 3 – If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements through ASU 2011-02 and believes that none of them will have a material effect on the company’s financial statements, except for the following.

In April 2011, FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met.

For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its consolidated financial statements.  In May 2011, FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in this update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For public entities, the new guideline is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively.  The Company does not expect that the guidance effective in future periods will have a material impact on its consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29 – “Business Combinations – Disclosure of Supplementary Pro Forma Information for Business Combinations”, ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  Early adoption is permitted.  The Company does not expect a material impact of adopting ASU 2010-29 on our financial position, results of operations or cash flows of the Company; however, it will affect the disclosures in the footnotes.

In December 2010, the FASB issued ASU 2010-28 - “Intangibles – Goodwill and Other—When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”, ASU 2010-28 is effective for fiscal years and interim periods within those years, beginning on or after December 15, 2010.  Early adoption is not permitted. We are currently evaluating the impact of ASU 2010-28 on our financial position, results of operations or cash flows of the Company.

Fiscal Year End

The Company’s fiscal year end is December 31.

XML



Convertible Debentures, Net of Discounts

6 Months Ended

Jun. 30, 2011

Convertible Debentures, Net of Discounts

Note 7: Convertible Debentures, Net of Discounts

Convertible Debentures, net of discounts consisted of the following as of June 30, 2011 and December 31, 2010:

	June 30,		December 31,
	2011		2010
Senior Convertible Short Term Bridge Note Debenture unrelated party, secured, 15% interest, matures on June 20, 2011, balloon payment of principal and accrued interest.	$	3,000,000	$	3,000,000
Junior Convertible Debenture unrelated party, secured, 15% interest, matures on June 20, 2011, balloon payment of principal and accrued interest.		300,000		300,000
Debt Discount		0		(2,371,810	)
	$	3,300,000	$	928,190

During the three months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $1,246,897 ($128,373 of actual interest and $1,118,524 allocated as interest expense attributed to the fair value of options and warrants issued under Black-Scholes) and $0, respectively, related to all convertible debentures due to unrelated parties.  During the six months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $2,623,933 ($252,123 of actual interest and $2,371,810 allocated as interest expense attributed to the fair value of options and warrants issued under Black-Scholes) and $0, respectively, related to all convertible debentures due to unrelated parties.  As of June 30, 2011 and December 31, 2010, the Company had accrued interest for notes payable of $268,397 and $16,274 respectively.

On December 20, 2010, the Company entered into a short-term convertible debenture agreement with MST Financial, LLC, which syndicated the $3,300,000 financing through 22 separate investors.  The debt is convertible at $2.00 per share but can adjust to a lesser conversion rate if the Company sells shares in the future below $2.00.  The convertible debenture is secured by all of the assets of the Company and its subsidiaries and is subject to registration rights.  The loan bears interest at 15% per annum, with a default interest rate of 17%, and the entire balance of principal and interest is due on one balloon payment upon maturity of the loan on June 16, 2010.  The convertible debenture also granted a total of 3,300,000 warrants.  The warrants have an exercise price of $2.00 and are exercisable for a period of 5 years.

The Company has the following debt covenants to comply with:

· Punctual payment of principal and interest;

· Financial statements and other information to be delivered no more than 10 business days after the reports are furnished to management;

· Maintain its current place of business and location of records;

· Provide notices of defaults, penalties, litigation, etc.;

· Maintain business in good standing and pay all necessary taxes and fees;

· Maintain assets in reasonably good condition;

· Notify lenders of any adverse changes in change in the financial condition of the Company;

· Follow the use of proceeds as agreed upon;

· Increase its authorized shares to 200,000,000 shares.  At all times, the Company must reserve and keep available in its unissued common stock to allow for conversion of the entire principal amount of the debt;

· Cannot seek additional debt financing from other sources and cannot incur liens; 

· Cannot merger or consolidate with another entity and cannot complete additional acquisitions;

· Cannot incur capital expenditures exceeding $1.5 million through its subsidiary; and

· Engage BDO Seidman for the audit of the year ended December 31, 2010.

Additionally, from the commencement of the debt up to 4 years from the first shipment of 30,000 metric tons or more in a single shipment, lenders will receive a royalty of $0.10 per metric ton per each $100,000 of portion thereof of the debt, on all iron ore shipped by the Company or any of its subsidiaries or affiliates from Chile to Mexico.  This royalty payment will continue and survive any repayment of the loan.

As of December 20, 2010, the Company has recorded a debt issuance cost of $300,000, which was paid through the issuance of a $300,000 Junior Convertible Debenture along with a $149,954 debt issuance cost that was paid in commons stock and warrants.  As of June 30, 2011, the Company has amortized $133,516 and has current balance of $0 and also amortized $66,738 leaving a current negative equity balance of $0.  The Company will amortize this combined debt issuance cost through June 20, 2011.

At this time all the senior secured convertible debenture notes were due on June 16, 2011 and are currently in default and the company is working to make payment on all senior secured notes. (See Litigation Note 16)

XML



Related Party Transactions

6 Months Ended

Jun. 30, 2011

Related Party Transactions

Note 12: Related Party Transactions

On April 10, 2009, Mr. Garrett K. Krause agreed to a consulting contract and paid a minimum of $25,000 for the 3-month period in order to execute the WorldVest, Inc. merchant-banking plan on behalf of the new majority shareholder WorldVest Equity, Inc.  This agreement was amended and Mr. Krause agreed to receive a base salary of $114,906 for 2009 and $152,788 for 2010.

Pursuant to the June 22, 2009 transaction to acquire the global banking & advisory assets, WorldVest Equity, Inc. was issued a $6,000,000 - 9% Convertible Debenture that converts into 4,000,000 shares of common stock and includes warrants to purchase 4,000,000 shares of common stock at $3.00 per share.

On December 31, 2009, WorldVest Equity, Inc. agreed to convert its $6,000,000 Convertible Debenture into 4,000,000 9% Series B Preferred Shares and 1,000,000 Series C Preferred Shares that carry no equity but have 100 common share votes for each share issued.

On May 6, 2011, IMG signed a put option agreement with OroGrande Iron Ore Company, LLC to acquire 180,000 metric tons of iron ore and an assignment for a three-year installment contract for up to 5,940,000 metric tons of iron ore over a three year period.  OroGrande is 100% owned by Javalon, the majority shareholder of Iron Mining Group, and is managed by Garrett K. Krause, the Company’s Chief Executive Officer.

The Company pays $3,500 per month to the Chief Executive Officer for partial rent of personal property, which is used as office location for its Los Angeles offices.  This is a month-to-month rental agreement until the Company set ups its own offices in Los Angeles.

On December 31, 2009, WorldVest Equity agreed to acquire $107,106 in notes receivable from FaceKoo Limited in payment of accrued interest owed and notes payable owed by FutureVest Management (Shenyang) Co. Ltd.   This transaction provides for no future recourse to FutureVest Management (Shenyang) Co. Ltd or its parent company, Iron Mining Group, Inc.

On December 31, 2009, Corporate Capital Group, LLC agreed to acquire the 20% equity shares in Ascher Decision Services, Inc., plus $9,499 in current notes receivable owed by Ascher Decision Services, Inc. for a total amount of $21,499, which was applied against the notes payable owed to Corporate Capital Group by the Company.

XML



Derivative Liabilities

6 Months Ended

Jun. 30, 2011

Derivative Liabilities

Note 8: Derivative Liabilities

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock.  Under the authoritative guidance, effective January 1, 2009, when the entity does not have enough authorized capital to satisfy the conversion of debt and the exercise of warrants, are deemed to be derivative instruments.  The conversion feature of the Company’s convertible debenture (described in Note 8), the related warrants if exercised and converted into shares of the common stock, the Company does not have enough authorized capital.  Additionally, the Company was required to include the reset conversion price and exercise price provisions in order to allow the holders to any lower prices in future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Convertible Debentures was separated from the host contract (i.e. the Convertible Debentures) and recognized as a derivative liability in the balance sheet, and the warrants issued in connection with the convertible notes have been recorded as derivative liabilities in the balance sheet to be re-measured at the end of every reporting period with changes in fair values reported in the consolidated statements of operations.

The derivative liabilities were valued using the Black-Scholes valuation techniques with the following assumptions:

	December 20, 2010 (Issuance date)			June 30, 2011 (Re-measurement)
Conversion feature of Convertible Debenture:
Risk-free interest rate		1.99	%		1.76	%
Expected volatility		92	%		98	%
Expected life (in years)	2.5 years			2.085 years
Expected dividend yield		-			-
Fair Value:
Conversion feature	$	815,509		$	905,355
Warrants	$	1,691,063		$	1,698,409

XML



Notes Payable - Related Parties.

6 Months Ended

Jun. 30, 2011

Notes Payable - Related Parties.

Note 6: Notes Payable – Related Parties.

Notes payable consisted of the following as of June 30, 2011 and December 31, 2010:

	June 30,		December 31,
	2011		2010
Various Promissory Notes to related parties to the CEO, unsecured, matures December 31, 2012	$	264,898	$	249,398
Various Promissory Notes to related parties to the CEO, unsecured, matures December 31, 2012. These notes are recorded as part of discontinued operations		1,646,985		1,646,985
Notes payable, related party, unsecured, 12% interest, matures on or before December 31, 2011.		302,071		406,071
	$	2,213,954	$	2,302,454

During three months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $66,435 and $53,661, respectively, related to all notes payable for to related parties. During six months ended June 30, 2011 and June 30, 2010, the Company had interest expense of $131,271 and $105,075, respectively, related to all notes payable for to related parties.  As of June 30, 2011 and December 31, 2010, the Company had accrued interest for notes payable of $151,651 and $135,215, respectively.

XML



Consolidated Statement of Stockholders' (Deficit) (Parenthetical)	6 Months Ended
	Jun. 30, 2011
Conversion of preferred stocks, conversion date	Mar. 21, 2011
Issuance of stock for payment of common stock payable, issuance date	Jun. 06, 2011
Issuance During Period 1st - January 21, 2011
Issuance of common stock, issuance date	Jan. 21, 2011
Issuance During Period 2nd - January 21, 2011
Issuance of common stock, issuance date	Jan. 21, 2011
Issuance During Period 3rd - January 24, 2011
Issuance of common stock, issuance date	Jan. 24, 2011
Debt issuance - March 31, 2011
Record of debt issuance cost expense, issuance date	2011-03-31
Dividend payment - March 31, 2011
Issuance of common stock for preferred stock dividend, issuance date	Mar. 31, 2011
Debt issuance - June 30, 2011
Record of debt issuance cost expense, issuance date	2011-06-30
Dividend payment - June 30, 2011
Issuance of common stock for preferred stock dividend, issuance date	Jun. 30, 2011

XML



Going Concern

6 Months Ended

Jun. 30, 2011

Going Concern

Note 2: Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has accumulated consolidated net losses through June 30, 2011.  The Company’s current liabilities exceed its current assets by $5,712,085 as of June 30, 2011.

These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as going concern.  The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan, in this regard, is to focus its efforts on the development of the current projects within IMG Mexico and IMG Chile to rapidly reach commercial production and export of iron ore against its existing Chinese iron ore off take agreements.  The Company has made prepayments on its first iron ore from junior miners in Mexico and executed a contract to sell 300,000 WMT of 62% finished iron ore.  It anticipates making its first deliveries by September 2011 and complete the full contract by December 31, 2011 whereby it projects profits over $8,000,000 USD.

In addition, the Company recently launched IMG Iron Ore Trading, S.A. as its international iron ore trading company and executed a Put Option Agreement, whereby the OroGrande Iron Ore Company can put to IMG Iron Ore Trading the first 180,000 metric tons through December 31, 2011.  The Company also advanced $400,000 as a prepayment on the first 10,000 MT to be delivered on this agreement.  Additionally, the Company agreed to a permanent assignment of the Installment Contract from OroGrande Iron Ore Company.  With the immediate export and sale of the first 180,000 metric tons of iron ore under the first confirmed put option, IMG will begin generating significant ongoing cash flow to cover all operating expense and fully repay any current debts the company may have incurred and automatically trigger the permanent assignment for the balance of the 5,980,000 metric tons over the 3 year period.

The Company anticipates beginning initial production on its Atacama Desert Iron Ore Mine through the instillation of a pilot plant in late 2011, with full commercial production targeted for early 2012.  Next, the Company anticipates receiving final authorizations to begin commercial mining on its Chilean ocean sands projects in the first half of 2013.

XML



Mineral Assets and Valuation

6 Months Ended

Jun. 30, 2011

Mineral Assets and Valuation

Note 3: Mineral Assets and Valuation

The following acquisitions completed by the Company were all accounted for under the purchase method of accounting and, accordingly, their results of operations have been consolidated in the Company’s financial statements since the respective dates of acquisition.

On August 27, 2010 and amended on November 19, 2010 and further amended on March 31, 2011, the Company acquired 100% of CIM Mineral Investors, S.A. a BVI mineral holding company that owns 99.9% of Minera Iron Mining Group Chile, Ltda. (formerly Chile Inversiones de Minerales, Ltda.) “IMG Chile”, which holds a 100% equity interest in the Atacama Desert Iron Ore Mine, a 100% equity interest in the Tocopilla Iron Sands Mine and a 50% equity interest in Cruz Grande, S.A, which owns 100% of Chispitas Doradas Mineral Concession, with an option to acquire another 20%.

Javalon, S.A., the Company’s majority stockholder, originally acquired CIM Mineral Investors, S.A. from a group of investors in exchange for equity in Javalon, S.A., which simultaneously transferred 100% ownership of CIM Mineral Investors, S.A., along with the negotiated pass through earn-out performance conditions for a total of 32,000,000 shares of Iron Mining Group common stock.

At this time, the full 22,000,000 shares are issued and held in escrow based on an earn-out provision that provides for release based on 1,000,000 metric tons of iron ore produced and exported from its Chilean iron ore properties.

At this time the Company is in the process of engaging an independent mineral valuation company and an independent business valuation company in order to assist the Company with determining the fair value of the CIM Mineral Investors, S.A. transaction in an attempt to record the proper valuation of its two iron ore assets on the Company’s Financial Statements.  As of December 31, 2010, the Company has preliminarily valued the two Chilean iron ore assets at $32,000, which equates to the par value of the number of shares issued as part of the agreement including the contingent consideration of 22,000,000 escrowed shares pending the earn-out provision.  The Company has placed a fair value of $0 on the 7,500,000 warrants issued as part of the agreement.  During the course of the next year, the Company will take the necessary steps to properly value the transaction.

On November 19, 2010, the Company closed on a third iron ore asset acquisition when it acquired 50% of Cruz Grande, S.A. (“Cruz Grande”) and as part of the transaction, the Company paid $300,000 in cash for 50% of the equity with an option to acquire another 20% for $4,000 subject to payment of a pre-existing contingent debt to the minority shareholder of $1,040,000, which is due within 1 year of successful finalization of environmental approval to begin mining the property.  The transaction also called for the assumption of current liabilities of $1,040,000 owed to shareholders, $200,000 overdue for the royalty buyout agreement and another $67,000 of debts to professional contractors engaged by Cruz Grande.

Cruz Grande currently owns 100% of the Chispita Doradas Mineral Concession in the fourth region of Chile located about 90 km from La Serena.

As of June 30, 2011, Minera Iron Mining Group Chile, Ltda. (“IMG Chile”) and its subsidiary, Cruz Grande, have not commenced revenue or expense operations and through June 30, 2011, hold ownership positions on certain mineral concession assets.  The Company is in the process of completing independent consolidated 2-year historical audit of IMG Chile, which will include its controlling interest in Cruz Grande.

Neither IMG Chile nor Cruz Grande has any historical income.  The companies hold mineral concessions and have not yet commenced operations as of June 30, 2011, and as such, there is no pro-forma financial information to disclose.

The Company holds a 50% equity interest in Cruz Grande and by contract has two of the three existing seats on the board of directors and as such, we have consolidated Cruz Grande with IMG Chile, with further consolidation up to Iron Mining Group.

The Company will engage an independent mineral valuation company in conjunction with an independent business valuation company in order to determine a fair value for these three assets in an attempt to record the proper valuation as an asset on the books.  The Company issued $40,000,000 in stock for the acquisition of the assets through the issuance of 32,000,000 shares with the understanding that 22,000,000 of these shares are held in escrow and will be vested as the Company produces and sells a minimum of 1,000,000 metric tons of iron ore over the next 7 years.

In determining this course of action, the Company is relying on the following GAAP accounting policy:

In some situations, all information required to (1) measure the consideration transferred, (2) identify and measure assets acquired and liabilities assumed, (3) measure the non-controlling interest, and (4) calculate goodwill or abargain purchase will not be available on the date of acquisition.  If accounting for the business combination is incomplete as of the end of the first reporting period subsequent to the combination, the financial statements should reflect provisional amounts used to record the transaction.  As information subsequently becomes available, such provisional amounts should be retrospectively adjusted (which may include recognition of additional identifiable assets acquired or liabilities assumed).  The period over which the new or additional information necessary for a final accounting of the business combination is received (or it is determined that the necessary information is not obtainable) is referred to as the measurement period; note, though, that the measurement period may not extend beyond one year from the acquisition date.  Once the measurement period ends, revisions to amounts recorded in the business-combination transaction may be made only to correct an error.

Over the next six months, the Company plans to set up a pilot plant in the Atacama Desert Iron Ore Mine, which will enable the processing and sale of 5,000 MT per month and allow our projection assumptions to be proven out.  Simultaneously, we will continue our JORC compliant drilling efforts in order to further advance our Atacama reserve estimates.  With this pilot plant proving out our assumptions and continued drilling, the independent valuation companies should be able to come to a fair valuation that can be agreed on by the company and its auditors.

Simultaneously, we will continue pursuit of our final Marine Concession for the Tocopilla and La Serena, which, if granted, will allow us to mine the ocean floor where there are projected to be hundreds of millions of metric tons of raw iron sands with an iron content up to 50%.  It is anticipated that once the marine concession is approved these two properties would become world-class iron ore mineral deposits with substantial value.

As of June 30, 2011, the acquisition has been preliminarily recorded on the Company’s financial statements as follows:

	June 30, 2011
Issuance of common stock at par value (preliminary valuation)	$	32,000
Contingent debt – mineral assets		1,040,000
Non-controlling interest value		245,827
Other debts assumed		107,011
Other mineral investments		256,950
	$	1,681,788

XML



Preferred Shares

6 Months Ended

Jun. 30, 2011

Preferred Shares

Note 11: Preferred Shares

On December 31, 2009, the Company came to agreement with WorldVest Equity, Inc. to convert its $6,000,000 9% Convertible Debenture into 4,000,000 newly issued Series B Preferred Shares, each convertible into one share of common stock, which continue to pay a 9% PIK “Paid in Kind” Dividend through December 31, 2013 and 1,000,000 new Series C non-equity Preferred Shares that carry 100 common stock votes for each share issued.  All shares were issued to WorldVest Equity, Inc. and transferred to Alexis WV Investors, LLC.

On December 10, 2011, the 1,000,000 Series C non-equity Preferred Shares were cancelled and returned to the Company’s treasury.

On March 24, 2011, 8000 shares of Series B Preferred Shares were converted into common stocks leaving the total of 3,992,000 as of June 30, 2011.

XML



Trade Receivables

6 Months Ended

Jun. 30, 2011

Trade Receivables

Note 4: Trade Receivables

During the year of 2010, we provided consulting services to a related party to the Chief Executive Officer in exchange for $103,430 and to non-related parties of $220,000 for a value totaling $323,430.  As of June 30, 2011, we have not received payments on these trade receivables.  However, due to the current financial position of the customer, payments will be recognized as income is received.  These consulting services are part of our discontinuing operations.  As of December 31, 2010 the Company wrote off $323,430 in Trade Receivables.

XML



Warrants

6 Months Ended

Jun. 30, 2011

Warrants

Note 14: Warrants

The following is a summary of the status of all of the Company’s stock warrants as of June 30, 2011 and changes during the quarter ended on that date:

	Number Of Warrants		Weighted-Average Exercise Price
Outstanding at January 1, 2010		4,167,615	$	3.00
Granted		11,273,750		3.20
Exercised		-		0.00
Cancelled		-		0.00
Outstanding at December 31, 2010		15,441,365	$	3.15
Granted		34,375		2.75
Exercised		-		0.00
Cancelled		-		0.00
Outstanding at June 30, 2011		15,475,740	$	3.15
Warrants exercisable at June 30, 2011		15,475,740	$	3.15
Warrants exercisable at December 31, 2010		15,441,365	$	3.15

The following tables summarize information about stock warrants outstanding and exercisable at June 30, 2011:

		STOCK WARRANTS OUTSTANDING AND EXERCISABLE
	Exercise Price	Number of Warrants Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted-Average Exercise Price
$	2.00		5,050,000		5.51	$	2.00
$	2.75		258,125		3.00	$	2.65
$	3.00		4,167,615		3.00	$	3.00
$	3.50		3,000,000		6.89	$	3.50
$	5.00		3,000,000		6.89	$	5.00
			15,475,740		5.33	$	3.16

XML



Consolidated Statement of Stockholders' (Deficit) (USD $)	Total	Common Shares	Preferred Shares	Additional Paid-In Capital	Common Stock Issued for Prepaid Services	Common Stock Payable	Contingents Common Stock	Debt Issuance Costs	Accumulated (Deficit)	Deficit Accumulated During Development Stage	Non-controlling Interest	Issuance During Period 1st - January 21, 2011	Issuance During Period 1st - January 21, 2011 Common Shares	Issuance During Period 1st - January 21, 2011 Additional Paid-In Capital	Issuance During Period 2nd - January 21, 2011	Issuance During Period 2nd - January 21, 2011 Common Shares	Issuance During Period 2nd - January 21, 2011 Additional Paid-In Capital	Issuance During Period 3rd - January 24, 2011	Issuance During Period 3rd - January 24, 2011 Common Shares	Issuance During Period 3rd - January 24, 2011 Additional Paid-In Capital	Debt issuance - March 31, 2011	Debt issuance - March 31, 2011 Debt Issuance Costs	Dividend payment - March 31, 2011 Common Stock Payable	Dividend payment - March 31, 2011 Deficit Accumulated During Development Stage	Record of amortization - March 31, 2011	Record of amortization - March 31, 2011 Common Stock Issued for Prepaid Services	Record of amortization - June 30, 2011	Record of amortization - June 30, 2011 Common Stock Issued for Prepaid Services	Debt issuance - June 30, 2011	Debt issuance - June 30, 2011 Debt Issuance Costs	Dividend payment - June 30, 2011 Common Stock Payable	Dividend payment - June 30, 2011 Deficit Accumulated During Development Stage
Beginning balance at Dec. 31, 2010	$ (2,948,020)	$ 69,743	$ 4,000	$ 11,876,886	$ (108,000)	$ 259,828	$ 22,000	$ (140,891)	$ (13,843,276)	$ (1,338,383)	$ 250,073
Beginning balance (in shares) at Dec. 31, 2010		69,743,164	4,000,000
Net loss	(4,326,443)									(4,322,197)	(4,246)
Issuance of common stock for cash investment (in shares)													15,625			15,625			3,125
Issuance of common stock for cash investment												25,000	16	24,984	25,000	16	24,984	5,000	3	4,997
Conversion of preferred stocks to common stocks on March 21, 2011. (in shares)		8,000	(8,000)
Conversion of preferred stocks to common stocks on March 21, 2011.		8	(8)
Issuance of stock for payment of common stock payable on June 6 2011 (in shares)		4,551
Issuance of stock for payment of common stock payable on June 6 2011		5		6,822		(6,827)
Record of debt issuance cost expense																					74,153	74,153							66,738	66,738
Issuance of common stock for preferred stock dividend																							169,212	(169,212)							172,878	(172,878)
Record of amortization of contractor prepaid																									19,500	19,500	19,500	19,500
Ending balance at Jun. 30, 2011	$ (7,039,571)	$ 69,791	$ 3,992	$ 11,938,673	$ (69,000)	$ 595,091	$ 22,000		$ (13,843,276)	$ (6,002,669)	$ 245,827
Ending balance (in shares) at Jun. 30, 2011		69,790,090	3,992,000

XML



Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies

Note 15: Commitments and Contingencies

In the normal course of business, the Company is subject to proceedings, lawsuits and other claims.  Such matters can be subject to many uncertainties, and outcomes are not predictable with assurance.  As of June 30, 2011, the Company is a defendant in a lawsuit with Mr. Sterling Pardoe McGregor as described in Item 3 of its recent annual report on Form 10-K and has not provided for any such contingencies, accordingly.

On March, 31, 2011, IMG reached an agreement to amend the terms of the November 19, 2010 CIM Mineral Investors, S.A. acquisition agreement whereby of the 32,000,000 shares issued only 10,000,000 were vested immediately and the balance of the 22,000,000 shares were deposited into an escrow under the earn out provisions whereby the shares would be released pari-passu with the production and sale of 1,000,000 MT of iron ore from the company over at 7 year period.

On March 31, 2011, IMG signed a Letter of Intent to acquire 50% of an Iron Ore mine located in the State of Sonora, Mexico.  At this time, IMG is doing its due diligence on the project prior to closing of such transaction.  This deal was subsequently cancelled by the Company and no further action has commenced.

On April 18, 2011, IMG incorporated a wholly owned Mexican subsidiary under the name of Hierro IMG Mexico, S.A and through this company IMG will conduct iron ore business throughout Mexico.

On May 6, 2011, IMG signed a put option agreement with OroGrande Iron Ore Company, LLC to acquire 180,000 MT of iron ore and an assignment for a three-year installment contract for up to 5,940,000 Metric Tons of iron ore over a 3-year period.  This was filed in an 8K on May 12, 2011.  OroGrande owned by Javalon the majority shareholder of Iron Mining Group, Inc. is managed by Garrett K. Krause who is the current CEO of Iron Mining Group, Inc.

On May 12, 2011, IMG signed an exclusive iron ore development agreement with Minera BarraNava, whereby IMG Mexico has secured the exclusive rights to explore the El Triangulo and La Zorra I & II Mineral Concessions for iron ore.  This Agreement has been cancelled as we did not find sufficient iron ore to justify moving forward.

On May 20, 2011, IMG agreed to buy 300,000 MT of Iron Ore from Minera BarraNava for $80 per DMT and advance Minera BarraNava up to MXN 9,000,000 Pesos (USD $710,000) pursuant to an advance payment against Iron Ore.  This advance is fully secured by a loan agreement from Minera BarraNava to Iron Mining Group, Inc.

On June 22, 2011, IMG announced that, through its wholly-owned subsidiary IMG Iron Ore Trading, S.A. ("IMG Trading"), it has agreed to an Iron Ore Sales Contract for 300,000 metric tons ("MT") of minimum 63 percent Fe iron ore to be delivered on FOB terms to the port of Manzanillo, Mexico (the “Contract”).  The Company’s counter-party to this contract is a leading global physical commodities company that completed nearly $80 billion worth of commodities transactions in 2010. Per the Contract, delivery of the initial 100,000 MT is due before August 31, 2011, with the balance of 200,000 MT due before December 31, 2011.

XML



Subsequent Events

6 Months Ended

Jun. 30, 2011

Subsequent Events

Note 17: Subsequent Events

There are no subsequent events for the company other than noted in Note 16.

XML



Consolidated Statements of Cash Flows (USD $)	6 Months Ended		7 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (4,326,443)	$ (49,967)	$ (5,490,227)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation expense	4,409	2,897	5,858
Stock based expenses			211,308
Derivative liability increase	2,268		104,394
Amortization of the warrants and beneficial conversion feature	2,371,810		2,506,572
Amortization of debt issuance costs	281,868		300,000
Amortization of deferred offering costs	140,891		140,891
Amortization of common stocks issued for prepaid contractor	39,000		39,000
Changes in operating assets and liabilities:
(Increase) in prepaid expenses	(10,496)	1,859	15,207
(Increase) in employee advances		2,250
(Increase) in trade receivable		(229,148)
(Increase) in trade receivable - related parties		(100,130)
(Increase) in note receivable	(1,284)		(1,284)
(Increase) in prepaid deposit - iron ore	(1,148,826)		(1,148,826)
Increase in accounts payable	4,846	(20,351)	79,716
(Decrease) in accrued liabilities	(131,169)		31,039
(Decrease) in accrued payroll and payroll taxes	(7,021)	3,293	12,294
Increase in accrued interest payable	256,648		275,682
Increase in discontinued operations: accrued interest payable - related parties	13,907	90,966	17,850
Decrease in receivables			2,631
Net cash used in operating activities	(2,507,063)	(291,322)	(2,895,365)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Assets			(136,859)
Proceeds for notes receivable - related parties		16,553
Purchase of property, plant and equipment	(26,351)		(26,351)
Net cash (used in) provided by investing activities	(26,351)	16,553	(163,210)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable			3,300,000
Proceeds from notes payable - related party	15,500	264,912	15,500
Repayments on notes payable - related party	(104,000)		(104,000)
Discontinued operations: proceeds from notes payable - related party		27,854
Discontinued operations: repayments for notes payable - related party		(13,619)	(25,000)
Proceeds from debt issuance cost			(300,000)
Proceeds from sale of common stock	55,000		185,000
Net cash (used in) provided by financing activities	(33,500)	279,148	3,071,500
NET CHANGE IN CASH	(2,566,914)	4,379	12,925
CASH AT BEGINNING OF PERIOD	2,597,486	2,480	17,647
CASH AT END OF PERIOD	30,572	6,859	30,572
SUPPLEMENTAL INFORMATION:
Interest Paid
Income Taxes Paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Liability assumed for mineral assets			1,040,000
Debt discount associated with issuance of warrants and beneficial conversion feature attached to convertible note			2,506,572
Non controlling interest assured for mineral assets			250,073
Derivative liability recognized with issuance of security debenture			2,506,572
Related party
Changes in operating assets and liabilities:
Increase in accrued interest payable	2,529	7,009	2,529
Prepaid Services
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued			78,000
Preferred Stock Dividend
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued	342,089		523,889
Mineral Assets
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued			$ 32,000

XML



Accrued Liabilities

6 Months Ended

Jun. 30, 2011

Accrued Liabilities

Note 9: Accrued Liabilities

As of June 30, 2011, the Company had a balance of $35,881 of accrued liabilities owed to employees for reimbursement of expenses.

XML



Equity

6 Months Ended

Jun. 30, 2011

Equity

Note 13: Equity

On April 9, 2009, Wilmington Partners, CaboWest Group, and Javalon Investment Partners sold an aggregate 51,000,000 shares of Catalyst Ventures common stock to The WorldVest Fund for a price of three hundred thousand dollars ($300,000).  The total of 51,000,000 shares represented 86.47% of our issued and outstanding common stock.  The WorldVest Fund will own a total of 51,000,000 shares, representing 86.47% of our issued and outstanding common stock.  Garrett K. Krause is the Executive Chairman of The WorldVest Fund and will be deemed a beneficial owner of 70% of the fully diluted WorldVest, Inc. stock through investment companies and trusts for which Garrett K. Krause is either Executive Chairman and/or Managing Director.

On June 22, 2009, the Company issued 4,000,000 warrants in conjunction with a convertible debenture for $6,000,000. The fair value of the warrants and the beneficial conversion feature totaled $2,941,773 and was recorded to additional paid in capital. Based on the early conversion of this convertible debenture the company recorded a reversal to the beneficial conversion in the amount of $2,503,636.

On December 31, 2009, the Company issued 155,852 shares of its common stock for $233,760 in cash.

On December 31, 2009, the Company issued 3,670,000 shares to ZumaHedgeFund, LLC for conversion of $367,000 outstanding notes payable of $367,000 to ZumaHedgeFund, LLC.

On December 31, 2009, the Company agreed to issue 189,696 common shares to WorldVest Equity, Inc. in order to pay the accrued interest of $284,544 due for the convertible debenture through December 31, 2009.

On December 31, 2009, the Company issued 4,000,000 9% Class B Preferred shares convertible into 4,000,000 shares of common stock in exchange for cancellation of the $6,000,000 9% Convertible Debenture issued to WorldVest Equity, Inc. This transaction also called for the issuance of 1,000,000 Class C Preferred non-equity Shares that carry 100 common share votes for each share issued.

On February 26, 2010 and on March 24, 2010, the Company issued 15,323 shares and 70,507 shares respectively to interest holders of Alexis WV Investors, LLC as payment against the common stock payable of $284,544 on December 31, 2009.

On March 31, 2010, the Company agreed to pay 90,000 common shares as part of the preferred stock dividend paid on the 4,000,000 Class B Preferred Shares for a total amount of $173,700 based on the average stock price for the quarter of $1.93 per share. The $173,700 has increased the common stock payable account.

On June 30, 2010, the Company agreed to pay 90,000 common shares as part of the preferred stock dividend paid on the 4,000,000 Class B Preferred Shares for a total amount of $121,500 based on the average stock price for the quarter of $1.35 per share. The $121,500 has increased the common stock payable account.

On July 26, 2010, the Company issued 100,000 warrants to an investment banking firm and recorded $76,454 in deferred offering costs. The warrants were valued based on the Black Scholes model.

On August 27, 2010 (amended on November 19, 2010 and further amended and finalized on June 30, 2011), the Company agreed to acquire 100% of CIM Mineral Investors, S.A., which holds 99.9% equity in Mineral Iron Mining Group Chile, Ltda. from IMG Stock Holdings SA.  This transaction originally closed on November 19, 2010.  The final terms of the transaction included payment of 32,000,000 shares and 7,500,000 warrants with 22,000,000 of the 32,000,000 shares are held in escrow pursuant to a performance based earn-out provision.  Simultaneous to this transaction, IMG Stock Holdings, S.A. dba Javalon acquired CIM Mineral Investors, S.A. from a group of investors with the same performance based provisions, which was passed through to the Company.

On September 2, 2010, the Company issued 23,575 shares to an investor for gross proceeds of $25,000.

On September 14, 2010, the Company issued 35,000 shares to an investment banking firm and recorded $73,500 in deferred offering costs. The shares were valued based on the fair value of the common stock.

On September 30, 2010, the Company cancelled 20,000 shares previously issued on March 24, 2010 and credited them back to Common Stock Payable account.

On September 30, 2010, the Company agreed to pay 90,000 common shares as part of the preferred stock dividend paid on the 4,000,000 Class B Preferred Shares for a total amount of $167,400 based on the average stock price for the quarter of $1.86 per share. The $167,400 has increased the common stock payable account.

On October 25, 2010, the Company issued 183,780 shares to interest holders of Alexis WV Investors, LLC as payment against the common stock payable of $284,544 on December 31, 2009.

On October 27, 2010, the Company issued 155,942 shares to interest holders of Alexis WV Investors, LLC as payment against the common stock payable of $284,544 on December 31, 2009.

On October 29, 2010 and November 8. 2010 the Company issued 62,500 shares and 31,250 shares to an investor for gross proceeds of $100,000 and $50,000 respectively.

On November 8, 2010, the Company issued 31,250 shares to an investor for gross proceeds of $50,000.

On November 17, 2010, the Company issued 15,000 shares to a consulting firm and recorded $30,000 as prepaid deposit for future services. The shares were valued based on the fair value of the common stock.

On November 19, 2010, the Company issued 32,000,000 shares for the acquisition of CIM Mineral Investors, S.A. whereby the company 22,000,000 of these shares in escrow based acquisition based earn-out provision

On December 7, 2010, the Company issued 20,000 shares in payment of a retainer due diligence fee and recorded $41,000 as retainer expense. The shares were valued based on the fair value of the common stock.

On December 28, 2010, the Company issued 130,000 shares to the Executive Vice President of Operations of the Company for gross proceeds of $208,000 whereby $130,000 was paid in cash and $78,000 was recorded as prepaid services for 2011.

On December 31, 2010, the Company agreed to pay 90,000 common shares as part of the preferred stock dividend paid on the 4,000,000 Class B Preferred Shares for a total amount of $181,800 based on the average stock price for the quarter of $2.02 per share. The $181,800 has increased the commons stock payable account.

On January 21, 2011, the Company issued 31,250 shares of common stock to an investor for gross proceeds of $50,000.

On January 24, 2011, the Company issued 3,125 shares of common stock to an investor for gross proceeds of $5,000.

On March 24, 2011, 8,000 shares of Class B Preferred Shares were converted into 8,000 shares of common stock.

On March 31, 2011, the Company agreed to pay 88,747 common shares as part of the preferred stock dividend paid on the Class B Preferred Shares for a total amount of $169,212 based on the average stock price for the quarter of $1.91 per share.  The $169,212 has increased the commons stock payable account.

On June 6, 2011, the Company issued 4,551 shares to interest holders of Alexis WV Investors, LLC as payment against the common stock payable of $284,544 on December 31, 2009.

On June 30, 2011, the Company agreed to pay 89,574 common shares as part of the preferred stock dividend paid on the Class B Preferred Shares for a total amount of $172,818 based on the average stock price for the quarter of $1.93 per share.  The $172,818 has increased the commons stock payable account.

XML



Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash	$ 30,572	$ 2,597,486
Prepaid expenses	22,849	12,352
Prepaid deposit - Iron Ore	1,148,826
Note receivable	1,284
Debt issuance cost		281,868
Total current assets	1,203,531	2,891,706
Property and equipment, net of accumulated depreciation	38,363	16,421
Mineral assets	1,686,034	1,686,034
Total Assets	2,927,928	4,594,161
Current Liabilities:
Accounts payable	98,603	93,757
Accrued liabilities	62,586	193,755
Accrued payroll and payroll taxes	110,828	117,849
Accrued interest payable	286,112	29,464
Convertible debentures, net of discounts	3,300,000	928,190
Derivative liability	2,603,765	2,601,497
Notes payable - related parties	302,071	406,071
Discontinued operations: accrued interest payable - related parties	133,587	119,680
Total current liabilities	6,915,616	4,505,798
Long-Term Liabilities:
Contingent debt - related to mineral assets	1,040,000	1,040,000
Long-term convertible debenture	100,000	100,000
Long-term note payable - related parties	264,898	249,398
Discontinued operations: long-term note payable - related parties	1,646,985	1,646,985
Total long-term liabilities	3,051,883	3,036,383
Total Liabilities	9,967,499	7,542,181
Commitments and contingencies
Stockholders' (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 3,992,000 and no shares issued and outstanding as of June 30, 2011 and 4,000,000 issued and no shares outstanding as of December 31, 2010	3,992	4,000
Common stock, $0.001 par value, 200,000,000 shares authorized, 91,790,090 and 69,790,090 shares issued and outstanding, respectively as of June 30, 2011 and 91,743,164 and 69,743,164 shares issued and outstanding, respectively as of December 31, 2010	69,791	69,743
Additional paid-in capital	11,938,673	11,876,886
Common stock issuance for prepaid service	(69,000)	(108,000)
Common stock payable	595,091	259,828
Contingent common stock	22,000	22,000
Debt issuance cost		(140,891)
Accumulated (deficit)	(13,843,276)	(13,843,276)
Deficit accumulated during development stage	(6,002,669)	(1,338,383)
Total stockholders' (deficit) before non controlling interest	(7,285,398)	(3,198,093)
Non-controlling interest	245,827	250,073
Total stockholders' (deficit)	(7,039,571)	(2,948,020)
Total liabilities and stockholders' (deficit)	2,927,928	4,594,161
Related party
Current Liabilities:
Accrued interest payable	$ 18,064	$ 15,535