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): March 17, 2015

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act

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

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

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

Item 1.01

Entry into a Material Definitive Agreement.

On March 17, 2015, Desert Hawk Gold Corp., a Nevada corporation (the “Company”) entered into an Eleventh Amendment to Investment Agreement (the “Eleventh Amendment”) with DMRJ Group I, LLC (the “Investor”),  which Investment Agreement was originally entered into on July 14, 2010 (the “Investment Agreement”).  A copy of the Eleventh Amendment has been included as an exhibit to this report.

On February 19, 2014, the parties entered into the Tenth Amendment to Investment Agreement (the “Tenth Amendment”), which included a schedule of minimum payments to be made, set forth as Schedule A thereto. The purpose of the Eleventh Amendment was to replace the minimum payment schedule in the Tenth Amendment with a new minimum payment schedule, set forth as Schedule A-11.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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

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