UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 2827, 2011

SIBERIAN ENERGY GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53766	52-2207080
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 Madison Ave, 6th Floor, New York, New York 10017

(Address of principal executive offices) (Zip Code)

(212) 828-3011

Registrant's telephone number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

ITEM 51.0301 ~~AMENDMENTS~~ENTRY TOINTO ~~ARTICLES~~A OFMATERIAL ~~INCORPORATION~~DEFINITIVE ~~OR BYLAWS; CHANGE IN FISCAL YEAR~~AGREEMENT.

On ~~February~~April 2827, 2011, Siberian Energy Group Inc. (the “Company,”, “we,”, and “us”) ~~held~~entered aninto ~~Annual~~a ~~Meeting~~Share ofExchange ~~Stockholders~~Agreement ~~(the~~with ~~“Meeting”,~~Rare ~~described~~Minerals ~~in greater detail under Item 5.07~~Corporation, ~~below). The~~a ~~Meeting~~Nevada ~~was~~corporation ~~announced~~(“RMC” and ~~disclosed pursuant to~~ the ~~Schedule~~“Share ~~14C Information Filing, filed with the Securities and~~ “Exchange”) Commission on January 14, 2011, notice of which was mailed to shareholders of the Company on or around January 17, 2011. Present at the Meeting was David Zaikin, the Company’s Chief Executive Officer and ~~Director. Certain of the Company~~RMC’s ~~officers,~~shareholders Directors and affiliates, including Elena Pochapski, our Chief Financial Officer and Director; Timothy Peara, our Director; Helen Teplitskaia, our President and Director; and Business Standard, a significant shareholder of the Company (~~the~~ “~~Majority~~RMC Shareholders”)~~, provided Mr~~. Pursuant ~~Zaikin voting proxies~~ to ~~vote~~ the ~~shares~~Share ofExchange, ~~common~~we ~~stock~~agreed ~~which~~to ~~they~~exchange ~~held as of January 7~~65, ~~2011~~200,000 ~~the~~shares ~~record~~of ~~date~~newly ofissued ~~the~~common ~~Meeting~~stock (~~the~~representing ~~“Record~~99% ~~Date”). As~~ of ~~the~~our ~~Record~~then ~~Date,~~outstanding ~~Mr.~~common ~~Zaikin,~~stock) ~~both~~with ~~personally and as a result of~~ the ~~voting~~RMC ~~proxies obtained from the Majority~~ Shareholders ~~had~~for ~~the~~100% ~~right to vote an aggregate~~ of ~~24,241,674~~the outstanding shares of ~~our common stock or 57~~RMC.5% The ofShare ~~our~~Exchange ~~outstanding~~closed ~~common~~effective ~~stock~~May as11, of2011 (the ~~Record Date~~“Closing”).

AtRMC ~~the~~was ~~Meeting,~~formed ~~Mr.~~as ~~Zaikin,~~a ~~voting~~Nevada ~~all~~corporation ofon ~~the~~December ~~shares described above~~9, ~~approved~~2010. ~~the~~RMC’s ~~Proposals~~wholly-owned ~~(as~~subsidiary ~~defined~~is ~~below~~OOO ~~under Item 5.07)~~Koklanovskoe, ~~which included the filing of~~ a ~~Certificate~~Russian oflimited ~~Amendment~~liability tocompany ~~our Articles of Incorporation with the Secretary of State of Nevada~~ (~~the~~ “~~Amendment~~Koklanovskoe”). toKoklanovskoe ~~affect~~holds a ~~1:70~~license ~~reverse stock split of our outstanding common stock~~ (~~the “Stock Split”~~KUG00939TE) ~~and~~for tothe reKoklanovskoe Molybdenum-~~authorize~~Tungsten ~~100,000,000~~deposit ~~shares~~in ~~of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share; provided that no shareholder following~~ the ~~reverse~~Kurgan ~~split~~Region ~~will hold less than 100 shares~~ of ~~common stock and any fractional shares left after~~ the ~~reverse~~Russian ~~split~~Federation ~~will be rounded up to~~ (the ~~nearest~~“License” ~~whole~~and ~~share on a per shareholder basis (~~the “~~Rounding~~Deposit”).

~~The~~Pursuant ~~Amendment~~to ~~was filed with and became effective with~~ the ~~Secretary~~Share ~~of State of Nevada on March 4~~Exchange, ~~2011; provided however that~~ the ~~Stock~~RMC ~~Split~~Shareholders ~~did~~agreed not ~~become~~to ~~effective~~vote ~~with~~ the ~~Financial~~shares ~~Industry~~which ~~Regulatory~~they ~~Authority~~hold ~~(“FINRA”)~~in ~~until~~favor ~~March~~of ~~15,~~removing ~~2011. As~~any acurrent ~~result~~Director of the ~~filing~~Company, ofto ~~the~~vote ~~Amendment~~any and ~~the~~all ~~Stock~~shares ~~Split,~~in ~~the~~favor ~~Company~~of ~~has approximately 601,900 post~~re-~~Stock~~appointing ~~Split~~all ~~shares~~current members of ~~common~~the ~~stock~~Board ~~issued~~of ~~and~~Directors ~~outstanding~~ (~~not~~subject ~~taking~~to ~~into~~the ~~account~~terms ~~any~~of ~~additional~~the ~~shares~~Share ~~which~~Exchange) ~~will~~for bea ~~issued~~period ~~due~~of toone ~~the~~year ~~Rounding)~~from Closing, and ~~100,000,000~~that ~~shares~~they ofhad ~~common~~no ~~stock,~~rights ~~$0.001~~to ~~par~~appoint ~~value~~or ~~per~~remove ~~share~~Directors ~~and~~for ~~10,000,000~~a ~~shares~~period of ~~preferred~~one ~~stock,~~year ~~$0.001~~from ~~par~~Closing ~~value~~(collectively ~~per share, authorized, as of~~ the ~~date~~“Voting ~~of this filing~~Requirements”).

~~Additionally,~~ITEM as a result of the above, the Company’s symbol on the OTC Pinks (the Company was automatically delisted from the Over-The-Counter Bulletin Board (the “OTCBB”) on February 22, 2011, due to the failure of a market maker to quote the Company’s common stock on the OTCBB for the time period required under FINRA rules and regulations) changed to “SIBND”, effective March 15, 2011, which symbol will change back to “SIBN” after twenty business days2. ~~The~~01 ~~Company~~COMPLETION ~~has~~OF ~~engaged~~ACQUISITION aOR ~~market~~DISPOSITION ~~maker~~OF ~~and hopes to have its common stock re-quoted on the OTCBB within the next few weeks~~ASSETS.

~~ITEM~~The 5Share Exchange closed May 11, 2011, at which time the Company acquired all of the outstanding capital stock of RMC, and as a result, its wholly-owned subsidiary Koklanovskoe and its rights to the License.07 Through ~~SUBMISSION~~the OFacquisition ~~MATTERS~~of TOthe ALicense, ~~VOTE~~the OFCompany ~~SECURITY~~plans ~~HOLDERS~~to enter the market for the exploration and production of rare and semi-rare earth metals and precious minerals.

AtThe ~~the~~Deposit ~~Meeting~~is ~~Mr.~~a ~~Zaikin~~molybdenum-tungsten ~~voted~~stockwork ~~24,241,674~~deposit ~~shares~~that ofwas ~~our~~identified ~~common~~and ~~stock~~subsequently orexplored between ~~57.5%~~1985 ofand ~~our~~1988. The ~~outstanding~~Deposit ~~common~~is ~~stock~~located ~~(which~~in ~~included shares held by~~ the ~~Majority~~Russian ~~Shareholders~~Urals, ~~who~~approximately ~~provided~~45 ~~voting~~kilometers ~~proxies~~(“km”) tosouth-east ~~Mr.~~from ~~Zaikin to vote such shares held by~~ the ~~Majority~~town ~~Shareholders at the Meeting) in favor~~ of ~~and~~Kamens-Uralskiy towhich ~~approve~~is ~~the~~also ~~following items (~~the ~~“Proposals”),~~nearest ~~which~~rail ~~were~~head. The ~~approved,~~Deposit ~~confirmed~~area ~~and~~can ~~ratified~~be ataccessed ~~the~~via ~~Meeting~~all ~~(no~~seasonal ~~votes~~roads ~~were~~from ~~cast against or withheld in connection with~~ the ~~Proposals~~town toof ~~come~~Kataysk ~~before~~which ~~the~~is ~~Meeting,~~located ~~and~~approximately no30 ~~broker~~km ~~non-votes~~to ~~were cast at~~ the ~~Meeting):~~north-east.

1.The ToCompany ~~re-elect~~plans ~~David~~to ~~Zaikin~~explore the Deposit (funding permitting) in the hopes of discovering commercial quantities of molybdenum, ~~Elena~~tungsten, ~~Pochapski~~iron ore, ~~Helen~~gold, ~~Teplitskaia~~fluorite, bismuth, copper and ~~Timothy~~other ~~Peara~~rare asand ~~Directors~~semi-rare ofearth ~~the~~metals and precious minerals. The Company; believes that the Deposit is potentially suitable for open-pit mining.

2ITEM 3.02 ToUNREGISTERED ~~authorize~~SALES ~~and~~OF ~~approve~~EQUITY ~~the Amendment and Stock Split;~~SECURITIES.

3In connection with and pursuant to the Share Exchange, we agreed to issue an aggregate of 65,200,000 shares of restricted common stock (representing 99% of our then outstanding shares of common stock) to the RMC shareholders. The ToCompany ~~approve~~claims an exemption from registration afforded by Regulation S and/or ~~ratify~~Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances did not involve a public offering, the recipients took the shares for investment and not resale, the Company’s ~~2010~~took ~~Stock~~appropriate ~~Incentive~~measures ~~Plan;~~to restrict transfer, and the recipients were “sophisticated investors” who had access to similar documentation and information similar as to what would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.

~~4. To ratify the appointment of Lumsden & McCormick, LLP, as the Company’s independent auditors for the fiscal years ending December 31, 2011 and 2010.~~-2-

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

In connection with and pursuant to the Share Exchange, we agreed to issue an aggregate of 65,200,000 shares of restricted common stock (representing 99% of our then outstanding shares of common stock) to the following RMC shareholders in the amounts stated, which RMC Shareholders own percentage interests in the Company subsequent to the transaction as follows:

RMC Shareholder Name	Shares	Percentage of Company’s Outstanding Shares*
The Abner Rosen Foundation (a)	5,600,000	8.5%
Jonathan P. Rosen (a)	5,600,000	8.5%
Ferris Hill LLP (b)	1,800,000	2.7%
Mikhail Frayman	200,000	0.3%
Ilya Aharon	4,400,000	6.7%
Yohanan Aharon	3,200,000	4.9%
Ioulia Chipilevskaia	4,400,000	6.7%
Rosa Shimonov	4,000,000	6.1%
Polina Matsuleva	8,800,000	13.4%
Valeria Zagourski	7,200,000	10.9%
Liudmila Radziminskaya	3,200,000	4.9%
Olga Yulanova	6,200,000	9.4%
Yury Kolomiets	6,600,000	10.0%
Donatina Cordone	200,000	0.3%
Oksana Danylych	3,800,000	5.8%
Total	65,200,000	99.0%

* Based on 668,231 shares of common stock outstanding immediately prior to the consummation of the Share Exchange, which number includes 572 shares which the Company has agreed to issue to its President, Helen Teplitskaia for services rendered during the months of January through April 2011, which shares have not been physically issued to date.

(a) The beneficial owner of The Abner Rosen Foundation is Abner P. Rosen.

(b) The beneficial owner of Ferris Hill LP is Norman H. Brown, Jr. its Managing Member.

As a result of the Share Exchange, control of the Company changed to the former RMC Shareholders described above, subject to the Voting Requirements of the Share Exchange.

Additionally, prior to the effectiveness of the Share Exchange, Michael Hellenbrand (who was also appointed as the Chief Executive Officer of the Company, as described below) was appointed as the sole officer and Director of Rare.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective May 5, 2010, David Zaikin resigned as the Chief Executive Officer of the Company and Michael Hellenbrand was appointed as the Chief Executive Officer of the Company to fill the vacancy left by Mr. Zaikin’s resignation. Mr. Zaikin continues to serve as the Chairman of the Board of Directors of the Company.

Mr. Hellenbrand’s biographical information is described below:

Michael Hellenbrand, age 39

Mr. Hellenbrand was appointed as the Company’s Chief Executive Officer effective May 5, 2011 and as the sole officer and Director of Rare effective May 6, 2011. From May 2011 to present, Mr. Hellenbrand has served as the Vice Chairman and Director of Business Development of RAM Resources Limited (“RAM”), which develops iron ore deposits in the Commonwealth of Independent States (the “CIS”)(i.e., certain of the former soviet republics that formerly made up the U.S.S.R.). From August 2006 to May 2011, Mr. Hellenbrand served as Chief Executive Officer of RAM. From July 2009 to January 2011, Mr. Hellenbrand served as Director of Alfa Gold Limited, which is involved in the acquisition and development of gold deposits in the CIS.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.	DESCRIPTION
3.1*	Certificate of Amendment to Articles of Incorporation Affecting a 1:70 Reverse Stock Split

(a) Financial statements of businesses acquired.

To be filed by amendment.

(b) Pro forma financial information.

To be filed by amendment, if deemed necessary.

EXHIBIT NO.	DESCRIPTION

10.1*	Share Exchange Agreement with Rare Minerals Corporation and its Shareholders
10.2*	Exploration License (Translated From Russian)

* Filed herewith.

SIGNATURE

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

SIBERIAN ENERGY GROUP INC. By: /s/ ~~David~~Michael ~~Zaikin~~Hellenbrand Name: ~~David~~Michael ~~Zaikin~~Hellenbrand Title: Chief Executive Officer

Date: ~~March~~May 1512, 2011

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Filing Compare · Siberian Energy Group Inc.