UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2011

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 ý 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 May 23, 2011 there were 69,785,539 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20

Item 3. Quantitative and Qualitative disclosures about Market Risk.	24

Item 4. Controls and Procedures.	24

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.	25

Item 1A. Risk Factors.	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	25

Item 3. Defaults Upon Senior Securities.	25

Item 4. (Removed and Reserved).	25

Item 5. Other Information.	25

Item 6. Exhibits.	25

Signatures	26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Iron Mining Group, Inc
(A Development Stage Company)
(Formerly WorldVest, Inc.)
Consolidated Balance Sheets

	March 31,			December 31,
	2011			2010
	(Unaudited)
Assets

Current assets:
Cash	$	1,892,048		$	2,597,486
Prepaid expenses		6,349			12,352
Other current assets		933			-
Debt issuance cost		133,516			281,868
Total current assets		2,032,846			2,891,706

Property and equipment, net of accumulated depreciation		19,466			16,421
Mineral assets		1,686,034			1,686,034

Total Assets	$	3,738,346		$	4,594,161

Liabilities and Stockholders' (Deficit)

Current Liabilities:
Accounts payable	$	99,074		$	93,757
Accrued liabilities		70,402			193,755
Accrued payroll and payroll taxes		110,828			117,849
Accrued interest payable		155,464			29,464
Accrued interest payable - related parties		31,639			15,535
Convertible debentures, net of discounts		2,181,476			928,190
Derivative liability		2,594,296			2,601,497
Notes payable		11,600			-
Notes payable - related parties		291,571			406,071
Discontinued operations: Accrued interest payable - related parties		84,313			119,680
Total current liabilities		5,630,663			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		249,398			249,398
Discontinued operations: long-term note payable - related parties		1,646,985			1,646,985
Total long-term liabilities		3,036,383			3,036,383

Total Liabilities		8,667,046			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 March 31, 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, 91,785,539 and 69,785,539 shares issued and outstanding, respectively
as of March 31, 2011 and 91,743,164 and 69,743,164 shares issued and outstanding,
respectively as of December 31, 2010		69,786			69,743
Additional paid-in capital		11,931,851			11,876,886
Common stock issuance for prepaid service		(88,500	)		(108,000	)
Common stock payable		429,040			259,828
Contingent common stock		22,000			22,000
Debt issuance cost		(66,738	)		(140,891	)
Accumulated (deficit)		(13,843,276	)		(13,843,276	)
Deficit accumulated during development stage		(3,632,806	)		(1,338,383	)
Total stockholders' (deficit) before non controlling interest		(5,174,651	)		(3,198,093	)
Non-controlling interest		245,951			250,073
Total stockholders' (deficit)		(4,928,700	)		(2,948,020	)

Total liabilities and stockholders' (deficit)	$	3,738,346		$	4,594,161

See Accompanying Notes to Consolidated Financial Statements

Iron Mining Group, Inc.
(A Development Stage Company)
(Formerly WorldVest, Inc.)
Consolidated Statements of Operations
(Unaudited)
							November 19, 2010
	For the three months ended						to
	March 31,						March 31,
	2011			2010			2011
Revenue
Total revenue	$	7,201		$	-		$	7,201
		7,201			-			7,201

Expenses:
Investment banking expense		222,505			-			349,700
Rent expense		2,735			14,097			2,735
Rent expense - related party		10,500			-			18,000
Executive management compensation		204,322			59,680			206,444
General and administrative expenses		250,374			35,511			812,359
Derivative expense		-			-			94,925
Depreciation expense		1,564			725			2,288

Total expenses		692,000			110,012			1,486,451

Operating loss		(684,799	)		(110,012	)		(1,479,250	)

Other income (expense)
Interest expense		(126,000	)		-			(145,034	)
Interest expense - related parties		(64,836	)		-			(106,684	)
Interest expense - debt discount		(1,253,286	)		-			(1,388,047	)
Interest Income		152			-			152
Foreign exchange Gains/Losses		(564	)		-			(564	)
Total other income/(expense)		(1,444,534	)		-			(1,640,177	)

Loss before provision for income taxes		(2,129,333	)		(110,012	)		(3,119,427	)

Provision for income taxes		-			-			-

Loss from continuing operations		(2,129,333	)		(110,012	)		(3,119,427	)

Discontinued operations
Income (expense) from operations of discontinued
Consulting business related income		-			297,067			-
Consulting business related expense		-			(113,504	)		(166,489	)
Gain(Loss) on discontinued operations		-			183,563			(166,489	)

Net loss	$	(2,129,333	)	$	73,551		$	(3,285,916	)

Allocation to non-controlling interest		4,122			-			4,122

Net loss attributable to common stockholders	$	(2,125,211	)	$	73,551		$	(3,281,794	)

Weighted average number of common shares		69,746,442			59,013,275			69,651,042
outstanding - basic and fully diluted

Loss per share- basic and fully diluted
Net (loss) from continuing operations	$	(0.03	)	$	(0.00	)	$	(0.05	)
Net (loss) from discontinuing operations	$	0.00		$	0.00		$	0.00
Net (loss) from continuing and discontinuing operations	$	(0.03	)	$	(0.00	)	$	(0.05	)

See Accompanying Notes to Consolidated Financial Statements

Iron Mining Group, Inc
(A Development Stage Company)
(Formerly WorldVest, Inc.)
Consolidated Statement of Stockholders' (Deficit)

													Common													Deficit
													Stock													Accumulated
											Additional		Issued for			Common		Contingent		Debt						During						Total
	Common Shares				Preferred Shares						Paid-In		Prepaid			Stock		Common		Issuance			Accumulated			Development			Non-controlling			Stockholders'
	Shares		Amount		Shares			Amount			Capital		Services			Payable		Stock		Cost			(Deficit)			Stage			Interest			(Deficit)

Balance, December 31, 2010		69,743,164	$	69,743		4,000,000		$	4,000		$	11,876,886	$	(108,000	)	$	259,828	$	22,000	$	(140,891	)	$	(13,843,276	)	$	(1,338,383	)	$	250,073		$	(2,948,020	)

Issuance of common stock for cash investment on January 21, 2011.		15,625		16								24,984																					25,000

Issuance of common stock for cash investment on January 21, 2011.		15,625		16								24,984																					25,000

Issuance of common stock for cash investment on January 24, 2011.		3,125		3								4,997																					5,000

Conversion of preferred stocks to common stocks on March 21, 2011.		8,000		8		(8,000	)		(8	)																							-

Record of debt issuance cost expense on March 31, 2011.																					74,153												74,153

Issuance of common stock for preferred stock dividend on March 31, 2011.																	169,212										(169,212	)					-

Record of amortization of contractor prepaid on March 31, 2011.														19,500																			19,500

Net loss for the three months ended March 31, 2011.																											(2,125,211	)		(4,122	)		(2,129,333	)

Balance, March 31, 2011		69,785,539	$	69,786		3,992,000		$	3,992		$	11,931,851	$	(88,500	)	$	429,040	$	22,000	$	(66,738	)	$	(13,843,276	)	$	(3,632,806	)	$	245,951		$	(4,928,700	)

See Accompanying Notes to Consolidated Financial Statements

Iron Mining Group, Inc
(A Development Stage Company)
(Formerly WorldVest, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
							November 19, 2010
	For the three months ended						to
	March 31,						March 31,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(2,129,333	)	$	73,551		$	(3,285,916	)
Adjustments to reconcile net (loss)
to net cash used in operating activities:
Depreciation expense		1,564			1,449			3,012
Stock based expenses		-			-			211,308
Derivative liability decrease		(7,201	)		-			87,724
Amortization of the warrants and beneficial conversion feature		1,253,286			-			1,388,048
Amortization of debt issuance costs		148,352			-			166,484
Amortization of deferred offering costs		74,153			-			74,153
Amortization of common stocks issued for contractor prepaid		19,500			-			19,500

Changes in operating assets and liabilities:
(Increase) in prepaid expenses		6,003			-			31,708
(Increase) in employee advances		-			2,250			-
(Increase) in other current assets		(933	)		-			(933	)
(Increase) in trade receivable		-			(220,000	)		-
(Increase) in trade receivable - related parties		-			(50,000	)		-
Increase in accounts payable		5,317			4,127			80,188
Increase in accrued liabilities		(123,353	)		-			38,855
Increase in accrued payroll and payroll taxes		(7,021	)		1,200			12,294
Increase in accrued interest payable		126,000			2,958			145,034
Increase in accrued interest payable - related party		16,104			-			16,104
Increase in discontinued operations: accrued interest payable - related party		(35,367	)		48,456			(31,424	)
Decrease in receivables		-			-			2,631

Net cash used in operating activities		(652,929	)		(136,009	)		(1,041,231	)

CASH FLOWS FROM INVESTING ACTIVITIES
Mineral Assets		-			-			(136,859	)
Proceeds for notes receivable - related party		-			16,752			-
Purchase of property, plant and equipment		(4,609	)		-			(4,609	)

Net cash (used in) provided by investing activities		(4,609	)		16,752			(141,468	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		11,600			-			3,311,600
Proceeds from notes payable - related party		-			119,689			-
Repayments on notes payable - related party		(114,500	)		-			(114,500	)
Discontinued operations: proceeds from notes payable - related party		-			17,745			-
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		(47,900	)		123,815			3,057,100

NET CHANGE IN CASH		(705,438	)		4,558			1,874,401

CASH AT BEGINNING OF YEAR		2,597,486			2,480			17,647

CASH AT END OF PERIOD	$	1,892,048		$	7,038		$	1,892,048

SUPPLEMENTAL INFORMATION:
Interest Paid		-			-			-
Income Taxes Paid		-			-			-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for prepaid services	$	-		$	-		$	78,000
Common stock issued for preferred stock dividend	$	169,212		$	-		$	351,012
Common stock issued for mineral assets	$	-		$	-		$	32,000
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

See Accompanying Notes to Consolidated Financial Statements

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

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. The Company filed an amendment with the Florida Secretary of State changing the Company’s name to WorldVest, Inc. on July 2, 2009, and on October 15, 2010, 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.

Recently, the Company has finalized its transition from a global merchant bank to 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.). 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.

In the first quarter 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. The Company also opened its Manzanillo pre-port patio, which will serve as our base for the Manzanillo Iron Ore Co-OP.

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.

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 2010 annual report on Form 10-K.

Principles of Combination

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 March 31, 2011 and December

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 1: Description of Business and Summary of Significant Accounting Policies (Continued)

31, 2010, and the consolidated statement of operations, consolidated statement of stockholders’ deficit and consolidated statement of cash flows for the quarter ended March 31, 2011, include Iron Mining Group, Inc. consolidated with the assets of WorldVest, LLC and FutureVest. 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.

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 $1,892,048 and $2,597,486 cash equivalents as of March 31, 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 quarter ended March 31, 2011, the Company declared a share dividend of 88,747 common shares with a market value of $169,212 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

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 1: Description of Business and Summary of Significant Accounting Policies (Continued)

Loss per common share (Continued)

March 31, 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 quarter ended March 31, 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.

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 from those 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 March 31, 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.

Iron Mining Group, Inc.

A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 1: Description of Business and Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments (Continued)

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 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.

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 March 31, 2011. The Company’s current liabilities exceed its current assets by $3,597,817 as of March 31, 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 anticipates purchasing its first iron ore from its Mexico cash Co-Op in the second quarter of 2011 with its first export by early in the third quarter. In addition, the Company anticipates its own mine production coming online by the fourth quarter of 2011. In addition, the Company recently launched its international iron ore trading company and executed a Put Option Agreement, whereby the OroGrande Iron Ore Company can put up to 6,120,000 MT of Iron Ore over the next 3 years starting in

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 2: Going Concern (Continued)

July of 2011. 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.

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%.

IMG Stock Holdings, the Company’s majority stockholder, originally acquired CIM Mineral Investors, S.A. from a group of investors in exchange for equity in IMG Stock Holdings, S.A. dba Javalon, 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.

During 2011, the Company will engage 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 debt to the minority shareholder of $1,040,000. 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 March 31, 2011, Minera Iron Mining Group Chile, Ltda. (“IMG Chile”) and its subsidiary, Cruz Grande, have not commenced revenue or expense operations and through March 31, 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.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 3: Mineral Assets and Valuation (Continued)

Neither IMG Chile nor Cruz Grande has any historical income. The companies hold mineral concessions and have not yet commenced operations as of March 31, 2011, and as such, there are 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 a bargain 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 three 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 March 31, 2011 the acquisition has been preliminarily recorded on the Company’s financial statements as follows:

	March 31,
	2011
Issuance of common stock at par value (preliminary valuation)	$	32,000
Contingent debt – mineral assets		1,040,000
Non-controlling interest value		250,073
Other debts assumed		107,011
Other mineral investments		256,950
	$	1,686,034

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 4: Trade Receivables

During the year of 2010, we provided consulting services to a related party to the CEO in exchange for $103,430 and to non-related parties of $220,000 for a value totaling $323,430. As of March 31, 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.

Note 5: Property and Equipment

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

	March 31,			December 31,
	2011			2010
Computer equipment	$	17,022		$	12,412
Furniture and equipment		12,808			12,809
Accumulated depreciation		(10,364	)		(8,800	)
	$	19,466		$	16,421

During the quarter ended March 31, 2011 and 2010, the Company recorded depreciation expense of $1,564 and $1,449, respectively.

Note 6: Notes Payable – Related Parties.

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

	March 31,		December 31,
	2011		2010
Various Promissory Notes to related parties to the CEO, unsecured, matures December 31, 2012	$	249,398	$	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.		291,571		406,071
	$	2,187,954	$	2,302,454

During the quarter ended March 31, 2011 and March 31, 2010, the Company had interest expense of $64,836 and $51,227, respectively, related to all notes payable for to related parties. As of March 31, 2011 and March 31, 2010, the Company had accrued interest for notes payable of $115,952 and $171,094, respectively.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 7: Convertible Debentures, Net of Discounts

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

	March 31,			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		(1,118,524	)		(2,371,810	)
	$	2,181,476		$	928,190

During the quarter ended March 31, 2011 and March 31, 2010, the Company had interest expense of $1,377,036 ($123,750 of actual interest and $1,253,286 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 March 31, 2011 and March 31, 2010, the Company had accrued interest for notes payable of $140,024 and $0 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 and the entire balance of principal and interest is due on one balloon payment upon maturity of the loan on June 20, 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. As of January 4, 2011, the Company amended its articles of incorporation and increased its authorized capital. 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;

·	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

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Engage BDO Seidman for the audit of the year ended December 31, 2010 (On May 9, 2011, the Company signed a forbearance agreement and forwarded to its lender since they were unable to engage BDO Seidman for the 2010 audit, but it is anticipated that BDO will be engaged as the Company auditor for 2011. As of May 23, 2011, the Company had not received a return signed copy of this agreement from its lender).

Additionally, from the commencement of the debt up to 4 years from the first shipment of 30,000 MT 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 March 31, 2011, the Company has amortized $148,352 and has current balance of $133,516 and also amortized $74,153 leaving a current negative equity balance of $66,738. The Company will amortize this combined debt issuance cost through June 20, 2011.

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)			March 31, 2011 (Re-measurement)
Conversion feature of Convertible Debenture:
Risk-free interest rate		1.99	%		2.21	%
Expected volatility		92	%		94	%
Expected life (in years)	2.5 years			2.21 years
Expected dividend yield		-			-

Fair Value:
Conversion feature	$	815,509		$	900,621
Warrants	$	1,691,063		$	1,693,675

Note 9: Accrued Liabilities

As of March 31, 2011 the company had a balance of $70,402 of accrued liabilities owed to employees for reimbursement of expenses.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 10: Long-Term Convertible Debentures

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

	March 31,		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 quarter ended March 31, 2011 and March 31, 2010, the Company had interest expense of $2,250 and $0, respectively, related to all convertible debentures due to unrelated parties. As of March 31, 2011 and March 31, 2010, the Company had accrued interest for notes payable of $3,828 and $0, respectively.

Note 11: Preferred Shares

On December 31, 2009, WorldVest 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 March 24, 2011, 8000 shares of Series B Preferred Shares were converted into common stocks leaving the total of 3,992,000 as of March 31, 2011.

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

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 the $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 Iron Mining Group, Inc.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 13: Equity

On August 27, 2010 and amended on November 19, 2010 and further amended and finalized on March 31, 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 deal was 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 IMG.

The Company pays $3,500 per month to the CEO 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 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 January 21, 2011 and January 24, 2011, the Company issued 31,250 shares and 3,125 shares to an investor for gross proceeds of $50,000 and $5,000, respectively.

On March 24, 2011, 8,000 shares of Class B Preferred Shares were converted into common stock leaving the total of 3,992,000 as of March 31, 2011.

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.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 14: Warrants

The following is a summary of the status of all of the Company’s stock warrants as of March 31, 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		15,541,365	$	3.15
Granted		34,375		2.75
Exercised		-		0.00
Cancelled		-		0.00
Outstanding at March 31, 2011		15,475,740	$	3.15

Warrants exercisable at March 31, 2011		15,475,740	$	3.15
Warrants exercisable at December 31, 2010		11,273,750	$	3.15

The following tables summarize information about stock warrants outstanding and exercisable at March 31, 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
			15,441,365		5.33	$	3.16

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 March 31, 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.

Iron Mining Group, Inc.

(A Development Stage Company)

(formerly WorldVest, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

Note 16: Subsequent Events

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 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.

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 with an additional first right of refusal over other Minera BarraNava controlled concessions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and plan of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report. Various statements have been made in this Quarterly Report on Form 10-Q that may constitute “forward-looking statements”. Forward-looking statements may also be made in the Company’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents. In addition, from time to time, the Company, through its management, may make oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Worldvest undertakes no obligation to update or revise any forward-looking statements.

Plan of Operations

As the Company continues to execute its business plan in 2011, we aim to further the Company’s position in the Mexican and Chilean iron ore markets, while developing strong iron ore buying relationships. We continue to take incremental steps forward on all of our projects and set a foundation for the next several years while striving to secure additional high-quality iron ore projects in multiple markets on favorable terms. During the past 12 months, we have been able to attract a team of specialized individuals to guide IMG through the remainder of the development stage as we enter to commercial iron ore production and revenue growth. The current plan will be to pursue various property acquisitions aimed at the consistent growth in monthly iron ore exports to China.

We believe that we have an opportunity, in both Mexico and Chile, to cement our position as a significant market participant in these next big global iron ore producing countries. In the near term, we remain highly-focused on generating cash flow and subsequent earnings growth through loading and exporting the first shipload of minerals from our Mexico Co-Op and Joint Venture projects. In parallel, over the next twelve 12 months, we plan to continue developing our existing mine development projects in both markets toward commercial production, while also acquiring additional strategic iron ore assets with the consolidated goal of maximizing both earnings per share and the net asset value of our investment portfolio.

Currently, due to differences in market regulatory environments and project financing requirements, our portfolio mining projects in Mexico are positioned to reach commercial production within a shorter timeline than those in Chile. The Chilean market remains an integral component of the long term value proposition of IMG, however based both on the identification of competing opportunities in other markets as well as differences in the regulatory processes in Chile’s market, its emphasis and development timeline have been adjusted accordingly. We are confident that this modification will prove highly beneficial to the Company and its shareholders.

Within the newly launched IMG Iron Ore Trading, we aim to leverage our extensive Chinese off-take agreements in order to sign long term exclusive supply agreements from junior miners not only located in Mexico and Chile. This trading subsidiary will allow us to create immediate trading revenue while our own internal production comes online in Mexico and Chile.

Within IMG Mexico, we aim to develop our four existing iron ore Clusters, Sonora, Sinaloa, Manzanillo and Lazaro Cardenas, to grow monthly production and export rates to utilize all available port loading capacity. We aim to begin exporting iron ore purchased through our Co-Op Patios, initially in Manzanillo and Sinaloa, with similar operations to follow in Sonora and Lazaro Cardenas. Thereafter, we aim to finalize the relevant mining and environmental approvals required to begin mining activities on our properties with a goal of regular monthly production in the fourth quarter of 2011.

Within IMG Chile, we aim to develop our four existing iron ore Clusters, in order of initial emphasis, Atacama, Coquimbo and Antofagasta, to grow monthly production and export rates such that we utilize all available port loading capacity. Shortly thereafter, we aim to begin the execution of a port development and expansion initiative with financial and technical support pledged by our Chinese partners and additional financing planned to be sourced through our existing and future institutional investment partners. We aim to begin production on our Atacama Desert Iron Ore Mine project with the construction of a pilot mineral separation plant in the second half of 2011.

Assuming successful execution and refinement of this preliminary mining plan, we aim to ramp to full-scale commercial production initially of 100,000 metric tons per month in early 2012. Simultaneously, we aim to continue the application process for obtaining marine concessions for each of our current ocean iron sands mining projects, the La Serena Iron Sands mine in the Coquimbo Cluster and the Tocopilla Iron Sands Mine in the Antofagasta Cluster. Upon the granting of these concessions, estimated to occur in early 2012, we aim to install specialized wet magnetic separation machinery provided by our Chinese partners and begin initial commercial production initially from each of these projects by the end of the third quarter of 2012.

Furthermore, we aim to complete negotiations currently underway with additional mine acquisition and joint venture targets in both Mexico and Chile during the coming months, increasing our portfolio iron ore deposits with the goal of delivering ever-increasing monthly quantities of iron ore against our current maximum monthly buying commitment of 1,500,000 metric tons, established by our initial two Chinese off take agreements. Finally, we aim to complete comprehensive JORC-compliant geological studies on each of our portfolio properties to prove existing mineral resources and enable us to book the full value of these assets on our Company’s balance sheet.

During the remainder of 2011 and into 2012, we look to guide Iron Mining Group through the following key milestones:

·	Close equipment credit lines and follow-on equity financing transactions as necessary to achieve established production goals;

·	Complete exploration and enter exploitation (commercial production) for all current projects with the goal of regular monthly iron ore exports from each of our seven (7) initial iron ore Clusters;

·	Make additional strategic acquisitions in both Mexico and Chile to fuel the growth in each of IMG’s seven current Latin American iron ore Clusters;

·	Successful growth of IMG Iron Ore Trading by successfully exporting iron ore from OroGrande Iron Ore Company, LLC and the execution of additional long term iron ore supply agreements; and

·	Submit application for listing of the Company’s common stock on the NYSE Amex Exchange.

We plan to raise a minimum of USD $10 million in new capital into the Company through a Regulation D private placement offering, which we launched on May 15, 2011. The Company is hopeful to secure additional financial and operational resources from our Chinese steel group and institutional investment partners. Their involvement and endorsement further confirms our belief that the Company is in the right market, at the right time, and has assembled a strong portfolio of iron ore properties.

Limited Operating History

We have generated approximately two full years of financial information and have not previously demonstrated that we will be able to expand our business through an increased investment in our product line and/or marketing efforts. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.

If financing is not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.

Results of Operations

For the quarter ended March 31, 2011, we had revenue of $7,201. Total expenses related to the development of our iron ore business for the year ended March 31, 2011, totaled $2,129,333 and a non-controlling interest allocation of $4,122, resulting in a loss of $2,125,211. Total expenses of $2,129,333 for the period consisted of $250,374 for general and administrative expenses, $222,505 for investment banking expense, $240,322 for executive management compensation, $13,235 for rent expense, $1,564 for depreciation expense. Additionally, we had interest income of $152, and a loss on foreign exchange of $564 and interest expense of $1,444,122, consisting of interest to related parties of $64,836, non-related parties of $126,000 and interest expense of $1,253,286 related to debt discount for the quarter ended March 31, 2011.

For the quarter ended March 31, 2011, we had no iron ore mining related revenue. Total expenses for the quarter ended March 31, 2010, totaled $110,012 resulting in an operating loss of $110,012. Total expenses of $110,012 for the period consisted of $59,680 for executive compensation, $35,511 for general and administrative expenses, $725 for depreciation expense, and $14,097 for rent expense.

For the quarter ended March 31, 2010, we accounted for the merchant banking and consulting divestiture as “discontinued operations.” We recorded a net gain on discontinued operations of $183,563.

As a result of the above, our consolidated net loss attributable to common shareholders, including discontinued operations and Allocation to non-controlling interest, for the quarter ended March 31, 2011 was $2,125,211, as compared to a consolidated net income of $73,551 for the quarter ended March 31, 2010.

Liquidity and Financial Condition

As of March 31, 2011, we had $1,892,048 in cash, $2,032,846 in total current assets and $5,630,663 in total current liabilities including a non-cash derivative liability of $2,594,296, which can be eliminated once we file a registration statement for the warrants issued pursuant to our December 20, 2010 bridge loan. As of March 31, 2011, our current liabilities exceeded our current assets by $3,597,817, including the derivative liability and $1,003,521 not including the derivative liability.

Also, on March 31, 2011, we had recorded $1,646,985 of long-term liabilities from discontinued operations.

We believe we can satisfy our cash requirements for the next twelve months with our current cash, expected iron ore revenues and continued funding from our majority shareholder, Javalon, S.A. (formerly IMG Stock Holdings). However, completion of our plan of operation is subject to attaining adequate revenue and additional financing. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

Subsequently, upon entering multiple mine development agreements in Mexico, the Company opened an office and consolidated living space in Manzanillo, Mexico for use by management when in the country. The Company currently employs ten (10) individuals in Mexico, with additional contractors hired from time to time as necessary to provide specific professional or technical services.

Per the Company’s Current Report on Form 8-K, dated December 27, 2010, the Company received convertible financing of $3,300,000 to be used for the development of our existing and targeted iron ore projects in Chile and Mexico. We anticipate that our operational and general and administrative expenses for the next 12 months will be minimal and will be sufficiently accounted for through these funds. While we anticipate the purchase or sale of significant equipment, we aim to secure outside financing for to fund these transactions. We do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core business. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Business Combinations

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

Revenue recognition

Stock-based compensation

Recent accounting pronouncements

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On October 15, 2010, the Company was served 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 loses of an account that was not related to the Company, but associated by related parties and contracts. Private Placement Exchange Services, Inc. defined Benefit Pension Plan was named as an additional secondary defendant. 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 will file a demurer to have this action thrown out by the court.

The Company believes that this litigation has no merit and will have no material adverse effect on our financial condition or results of operations. 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.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the quarter ended March 30, 2011 that were not otherwise disclosed on a Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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: May 23, 2011	By:	/s/ Garrett K. Krause
		Name: Garrett K. Krause
		Title: Principal Executive Officer

IRON MINING GROUP, INC. 10-Q