Dutch Gold Resources (DGRI) 10-Q 2008 Q2 Quarterly report

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

T Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the period ended June 30, 2008

o Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from          to        

Commission file number:   333-72163

DUTCH GOLD RESOURCES, INC.

(FORMERLY SMALL TOWN RADIO, INC.- Exact name of small business issuer as specified in its charter)

Nevada	58-2550089
(State of Incorporation)	(I.R.S. Employer Identification No.)
3500 Lenox Road, NE
Suite 1500
Atlanta, Georgia  30326
(Address of principal executive offices)
(404) 419-2440
(Issuer’s telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 o No T

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Class	Outstanding at June 30, 2008
	47,079,716
Common Stock, par value $0.001 per share

Transitional Small Business Disclosure Format: Yes o No T

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	CONSOLIDATED BALANCE SHEET	F-2
	CONSOLIDATED STATEMENTS OF OPERATION	F-3
	CONSOLIDATED STATEMENTS OF CASH FLOWS	F-4
	CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	F-5
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	1
	FORWARD LOOKING STATEMENTS	1
	OVERVIEW AND RESULTS OF OPERATIONS	2
	TWELVE MONTH BUSINESS OUTLOOK	3
	OPERATING EXPENSES AND CAPITAL EXPENDITURES	3
	SOURCE OF REVENUE	3
	OPERATING LOSSES	3
	LIQUIDITY AND CAPITAL RESOURCES	3
ITEM 3.	CONTROLS AND PROCEDURES	4
PART II	OTHER INFORMATION	4
ITEM 1.	LEGAL PROCEEDINGS	4
ITEM 2.	RISK FACTORS	4
ITEM 3.	CHANGES IN SECURITIES AND USE OF PROCEEDS	6
ITEM 4.	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 5.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	6
ITEM 6.	OTHER INFORMATION	6
ITEM 7.	EXHIBITS AND REPORTS ON FORM 8-K	6
	SIGNATURES	7

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

FINANCIAL STATEMENTS

As of June 30, 2008 (unaudited) and December 31, 2007

DUTCH GOLD RESOURCES, INC. (Formerly SMALL TOWN RADIO, INC.) CONSOLIDATED BALANCE SHEETS As of JUNE 30, 2008 and DECEMBER 31, 2007
	June 30,			December 31,
	2008			2007
ASSETS	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents		(73,598	) $	$	80,541
Accounts receivable		88,503			88,503
Total current assets		14,905			169,044
Inventories		-			257,248
Property, plant and equipment
Property, plant and equipment at cost		2,370,692			2,278,801
Less accumulated depreciation		(912,833	)		(677,002	)
Net property, plant and equipment		1,457,859			1,601,799
Other Assets		179,852			154,852
TOTAL ASSETS	$	1,652,616		$	2,182,943
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	954,021		$	356,514
Accounts payable-related parties		368,631			330,706
Convertible Debentures		600,000			-
Payroll liabilities		(145,583	)		(89,806	)
Accrued liabilities		409,918			214,417
Loans from shareholders		337,500			-
Total current liabilities		2,524,487			811,831
LONG-TERM LIABILITIES:
Long-term Notes payable-related parties		2,514,926			2,514,926
Total long-term liabilities		2,514,926			2,514,926
TOTAL LIABILITIES		5,039,413			3,326,757
Commitments and contingencies		-			-
STOCKHOLDERS' DEFICIT
		-			-
Preferred stock, $.001 par value 10,000,000 authorized, no shares issued and outstanding at June 30, 2008 and December 31, 2007
Common stock, $.001 par value 500,000,000 shares authorized, 47,079,716 and 42,373,732 issued and outstanding at June 30, 2008 and December 31, 2007 respectively		47,080			42,374
Additional paid-in-capital		1,054,391			428,709
Accumulated deficit		(4,488,268	)		(1,614,897	)
Total stockholders' deficit		(3,386,797	)		(1,143,814	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	1,652,616		$	2,182,943

See notes to consolidated financial statements

F-2

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue
Sales	$	271,442		$	937,332		$	600,960		$	1,432,723
Cost of sales		290,828			1,006,272			1,385,808			1,328,836
Gross profit		(19,386	)		(68,940	)		(784,848	)		103,887
Operational Expenses
Organizational, selling, general and administrative expenses		574,050			29,876			797,172			70,889
Professional fees		656,251			47,883			740,808			124,635
Rent and repairs and maintenance		1,454			3,100			2,054			7,838
Depreciation		119,415			67,172			235,831			125,987
Total operating expenses		1,351,170			148,031			1,775,865			329,349
Operating loss		(1,370,556	)		(216,971	)		(2,560,713	)		(225,462	)
Other income (expense)
Interest expense		(237,700	)		(115,959	)		(312,658	)		(250,100	)
Gain from previous writeoff		-			-			-			687,000
Income before income taxes		(1,608,256	)		(332,930	)		(2,873,371	)		211,438
Income tax provision		-			-			-			-
Net income (loss) for the period		(1,608,256	)		(332,930	)		(2,873,371	)		211,438
Basic earnings (loss) per share	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	0.01
Weighted average shares outstanding		44,934,238			34,256,144			44,934,238			34,256,144
Fully diluted earnings (loss) per share	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	0.01
Fully diluted weighted average shares outstanding		44,934,238			34,256,144			44,934,238			34,256,144

See notes to consolidated financial statements

F-3

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007

	Six Months Ended
	June 30,
	2008			2007
	(unaudited)			(unaudited)
Cash provided by (used in):
Operating activities:
Net income	$	(2,873,371	)	$	211,438
Adjustments to reconcile net loss to cash used by operating activities
Gain from previous write-off		-			(687,000	)
Fair value of common stock issued for payment of interest expense		5,422			-
Fair value of common stock issued for services		624,966			-
Depreciation		235,831			125,987
Changes in assets and liabilities
Accounts receivable		-			(441,246	)
Inventories		257,248			(391,517	)
Other assets		(25,000	)		750
Accounts payable		597,507			156,995
Accounts payable-related parties		37,925			-
Accrued liabilities		195,501			187,500
Payroll liabilities		(55,777	)		(61,832	)
Net cash used by operating activities		(999,748	)		(898,925	)
Investing activities:
Purchase of property and equipment		(91,891	)		(486,158	)
Net cash used by investing activities		(91,891	)		(486,158	)
Financing activities:
Loans from related parties		-			174,000
Proceeds from sale of Debentures		600,000			1,585,000
Proceeds from Shareholder loans		337,500			-
Payments on related party loans		-			(113,000	)
Net cash provided by financing activities		937,500			1,646,000
Net increase/(decrease) in cash		(154,139	)		260,917
Cash and cash equivalents at beginning of period		80,541			20,345
Cash and cash equivalents at end of period	$	(73,598	)	$	281,262
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during year for interest	$	72,037		$	59,260
Non-cash Transactions:
Fair value of common stock issued for payment of interest expense		5,422			-
Fair value of common stock options issued for services		624,966			-
	$	630,388		$	-

See notes to consolidated financial statements

F-4

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED JUNE 30, 2008 (unaudited)

	Common Stock
	Shares		Dollars at Par ($.001)		Paid in Cap. Dollars $		Accum Deficit			Stockholders' Equity
Balances 12/31/07		42,373,732	$	42,374	$	428,709	$	(1,614,897	) $		(1,143,814	)
Common shares issued for services		4,700,562		4,701		620,265					624,966
Common shares issued for payment of interest		5,422		5		5,417					5,422
Gain (loss) for year								(2,873,371	)		(2,873,371	)
Balances 06/30/2008		47,079,716	$	47,080	$	1,054,391	$	(4,488,268	) $		(3,386,797	)

See notes to consolidated financial statements

F-5

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Dutch Gold Resources, Inc. (DGRI.PK) is a junior gold miner, experienced in the exploration, development and production of gold properties, through the production stage. Its first project was an advanced development and production stage mine system located in Southern Oregon. The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

On January 7, 2007, the Registrant consummated the terms of its Share Exchange Agreement (the “Agreement”) with Dutch Mining, LLC (“Dutch Mining”) whereby the Registrant issued 24,000,000 shares of its common stock, par value $.001 per share (the “Common Stock”) to the Dutch Mining equity holders and their designees in exchange for all of the issued and outstanding equity interests of Dutch Mining (the “Exchange”). Following the Exchange, Dutch Mining became a wholly-owned subsidiary of the Registrant and the Registrant had a total of 30,256,144 shares of Common Stock issued and outstanding. In accordance with the Exchange, the Registrant elected Ewald Dienhart as Chairman of the Board of Directors.

Immediately following the consummation of this transaction the Company issued 4,000,000 shares of its common stock to several parties holding notes with Dutch Gold Resources, Inc. Subsequent to this transaction, all notes payable for Dutch Gold Resources, Inc. were extinguished and the only remaining notes were the ones acquired in the Dutch Mining, LLC transaction.

PRINCIPLES OF CONSOLIDATION

Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include our accounts and our wholly-owned subsidiaries’ accounts (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

PREPARATION OF FINANCIAL STATEMENTS

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year-end of December 31.

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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

In the opinion of management, the accompanying consolidated balance sheets and related consolidated interim statements of operations, cash flows, and stockholders’ equity (deficit) include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

ORGANIZATIONAL AND START-UP EXPENSES

The Company has expensed all organizational and start-up expenses for financial reporting purposes.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions of future events that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ materially from those reported.

CASH AND CASH EQUIVALENTS

Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. As at the reporting dates, cash and cash equivalents consist of cash only.

INVENTORIES

Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies and metals product inventory, which is determined by the stage at which the ore is in the production process (stockpiled ore, work in process and finished goods).

PROPERTY PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Depreciation is recorded on the straight-line basis over estimated useful lives that range from three to five years, but do not exceed the useful life of the individual asset. Normal maintenance and repairs are charged to operations while expenditures for major maintenance and improvements are capitalized. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss arising from such disposition is included in the consolidated statement of activities.

F-6

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE RECOGNITION

We recognize the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price received is based upon terms of the contract.

MINERAL CLAIM PAYMENTS AND EXPLORATION EXPENSES

The Company expenses all costs related to the acquisition, maintenance and exploration of its unproven mineral properties to which it has secured exploration rights. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent development costs of the property will be capitalized. To date the Company has not established the commercial feasibility of its exploration prospects, therefore all costs have been expensed. The Company also considers the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights where proven or probable reserves are present, or when the Com pany intends to carry out an exploration program and has the funds to do so.

CONCENTRATIONS

Concentration of Credit Risk — Financial instruments, which could potentially subject the Company to credit risk, consist primarily of cash in bank and receivables. The Company maintains its cash in bank deposit accounts insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s account balances, at times, may exceed federally insured limits. The Company has not experienced material losses in such accounts, and believes it is not exposed to any significant credit risk with respect to its cash accounts. Concentration of Operations — The Company’s operations are all related to the minerals and mining industry. A reduction in mineral prices or other disturbances in the minerals market could have an adverse effect on the Company’s operations.

ENVIRONMENTAL COSTS

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

STOCK BASED COMPENSATION

The Company has adopted SFAS No. 123R, Share-Based Payment, an amendment of FASB Statements 123 and 95, which requires the Company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest. The Company ceased the Stock Option program at December 31, 2007.

Convertible Notes

The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options, that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.

When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount.

When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values.

INCOME TAX

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-7

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We adopted FIN 48, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007 with no resulting cumulative effect adjustment at adoption. FIN 48 requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.

IMPAIRMENT OF LONG-LIVED ASSETS

Impairment of Long-lived Assets — Management reviews and evaluates the net carrying value of all facilities, including idle facilities, for impairment at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. We estimate the net realizable value of each property based on the estimated undiscounted future cash flows that will be generated from operations at each property, the estimated salvage value of the surface plant and equipment, and the value associated with property interests. All assets at an operating segment are evaluated together for purposes of estimating future cash flows.

Although management has made a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent upon estimates of metals to be recovered from proven and probable ore reserves, and to some extent, identified resources beyond proven and probable reserves, future production and capital costs and estimated metals prices (considering current and historical prices, forward pricing curves and related factors) over the estimated remaining mine life. It is reasonably possible that changes could occur in the near term that could adversely affect our estimate of future cash flows to be generated from our operating properties. In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets, ” if undiscounted cash flows including an asset’s fair value are less than the carrying value of a property, an impairment loss is recognized.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company has adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, which requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this pronouncement does not have an impact on the Company’s financial statements.

BASIC AND DILUTED LOSS PER SHARE

The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities only basic loss per share is presented in the accompanying financial statem ents. At June 30, 2008, the Company had no outstanding options, warrants and stock purchase rights that could have a future dilutive effect on the calculation of earnings per share.

The Company computes net income (loss) per share in accordance with SFAS No. 128 “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis.

ASSET RETIREMENT OBLIGATIONS

The Company follows SFAS No. 143, “Accounting for Asset Retirement Obligations”, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at June 30, 2008 and December 31, 2007 the Company had no asset retirement obligations.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to improve consistency and comparability in fair value measurements, and to expand related disclosures. The Company has adopted the provisions of SFAS No. 157, which are effective for consolidated financial statements for fiscal years beginning after November 15, 2007. The adoption did not have a material effect on the results of operations of the Company.

February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, or the Company’s fiscal year beginning

F-8

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 1, 2008. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, Fair Value Measurements. The Company adopted SFAS No. 159 on February 1, 2008, with no material impact on its consolidated financial statements.

In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities” (“FSP EITF 07-3”), which addresses whether nonrefundable advance payments for goods or services that used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. Management is currently evaluating the effect of this pronouncement on financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting enterprise accounts for the acquisition of a business. SFAS No. 141 (Revised 2007) requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with Ltd. exceptions, and applies to a wider range of transactions or events. SFAS No. 141 (Revised 2007) is effective for fiscal years beginning on or after December 15, 2008 and early adoption and retrospective application is prohibited.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which is an amendment of Accounting Research Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on

or after December 15, 2008. Based on current conditions, the Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”).  SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of: 1) how and why an entity uses derivative instruments; 2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and 3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginni ng after November 15, 2008. SFAS No. 161 is currently not expected to have a material effect on our results of operations, cash flows or financial position.

In April 2008, the FASB issued FASB Staff Position (FSP) No. FAS 142-3, Determination of the Useful Life of Intangible Assets. This guidance is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market p articipants would use about renewal or extension as adjusted for SFAS 142’s entity-specific factors. FAS 142-3 is currently not expected to have a material effect on our results of operations, cash flows or financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” which sets out the framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP. Up to now, the US GAAP hierarchy has been defined in the US auditing literature. Because of the interrelationship with the auditing literature, SFAS 162 will be effective 60 days following the SEC’s approval of the PCAOB’s amendment to their auditing standards. The adoption of SFAS 162 is not expected to have an effect on the Company’s consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“FSP No. APB 14-1”). FSP No. APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. FSP No. APB 14-1 specifies that issuers of convertible debt instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP No. APB 14-1 is effective for financial statements issu ed for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. FSP No. APB 14-1 will be applied retrospectively to all periods presented. The cumulative effect of the change in accounting principle on periods prior to those presented will be recognized as of the beginning of the first period presented. An offsetting adjustment will be made to the opening balance of retained earnings for that period, presented separately. The adoption of APB 14-1 is not expected to have a material impact upon the Company’s financial position or results of operations.

In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. This guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and should be included in the computation of earnings per share using the two-class method outlined in SFAS No. 128, Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. This new guidance is currently not expected to have a material effect on our results of operations, cash flows or financial position.

In June 2008, the FASB ratified the consensus reached by the EITF on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF No. 07-5”). EITF No. 07-5 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. EITF No. 07-5 applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or freestanding instrument that is potentially settled in an entity’s own stock (with the exception of share-based payment awards within the scope of SFAS 123(R)). To meet the definition of “indexed to one’s own stock,” an instrument’s contingent exercise provisions must not be based on (a) an observable market, other than the market for the issuer’s stock (if applicable), or (b) an observable index, other than an index calculated or measured solely by reference to the issuer’s own operations, and the variables that could affect the settlement amount must be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will evaluate the effects of EITF No. 07-5 on the Company’s financial statements in the first quarter of 2009.

F-9

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2—INVENTORIES

Work-in-process inventories, including ore stockpiles, are valued at the lower of average production cost and net realizable value, after a reasonable allowance for further processing and sales costs.

	June 30,		December 31,
	2008		2007
In-process	$	-	$	257,248
Total inventories	$	-	$	257,248

NOTE 3—PROPERTIES, PLANT AND EQUIPMENT

Our major components of properties, plants, equipment are:

	June 30,		December 31,
	2008		2007
Office equipment	$	11,127	$	8,333
Lab equipment		30,494		27,782
Mill equipment		1,488,482		1,467,786
Mine - structural		359,782		334,493
Mine equipment		480,809		440,407
		2,370,692		2,278,801
Less: accumulated depreciation, depletion and amortization		912,833		677,002
Net carrying value	$	1,457,859	$	1,601,799

Depreciation expense was $235,831 for the six months ended June 30, 2008.

The Internal Revenue Service has a federal lien on the company’s subsidiary Dutch Mining, LLC’s equipment, real property and leases in the amount of $567,062. The State of Oregon Department of Revenue has a lien on the company’s subsidiary Dutch Mining, LLC’s personal and real property in the amount of $118,663. Dutch Gold Resources, Inc. is not liable for the taxes associated with these liens, except to the extent that it makes additional capital available to Dutch Mining, LLC.

NOTE 4—ACCRUED EXPENSES AND ACCOUNTS PAYABLE

Accrued expenses and Accounts Payable are comprised of:

	June 30,		December 31,
	2008		2007
Accrued interest expense	$	409,918	$	214,417
Accounts Payable		954,021		356,514
Accounts Payable-related parties		368,631		330,706
Total Accrued expenses and Accounts Payable	$	1,732,570	$	901,637

NOTE 5—INCOME TAX

The Company accounts for income taxes under the provisions of SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes are provided using the liability method. Under the liability method, deferred income taxes are recognized for all significant temporary differences between the tax and financial statement bases of assets and liabilities.

Uncertain Tax Positions

On January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FIN 48 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

Based on our assessment of FIN 48, we concluded that the adoption of FIN 48, as of January 1, 2007, had no significant impact on our results of operations or financial position, and required no adjustment to the opening balance sheet accounts. Our year-end analysis supports the same conclusion, and we do not have an accrual for uncertain tax positions as of June 30, 2008. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, we would charge interest to interest expense, and

penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

F-10

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6—CONVERTIBLE DEBENTURES

The Company had $600,000 of convertible debentures outstanding at June 30, 2008 and none at December 31, 2007. The notes bear an interest at a rate of 8% per annum. Under the convertibility terms of the notes payable, the principal, plus accrued interest, can be converted immediately, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company.

NOTE 7—ACQUISITION OF SUBSIDIARY

In January 4, 2007, the company entered into a definitive Share Exchange agreement (the “Agreement”) with Dutch Mining, L.L.C. , an Oregon limited liability company (‘Dutch Mining’). Pursuant to the agreement, the company agreed to acquire 100% of the outstanding equity of Dutch Mining from the stockholders of Dutch Mining (the “Dutch Mining Shareholders”) in exchange for the issuance by the company to the Dutch Mining Shareholders of an aggregate of 24,000,000 newly issued shares of common stock (“the Exchange Shares”). The Exchange shares were issued to the Dutch Mining Shareholders on a pro rata basis , in proportion to the ratio that the percentage of Dutch Mining Interest held by such  Dutch Mining Shareholder bears to the number of shares of Dutch Mining Interests held by all the Dutch Mining Shareholders as of the contract closing date.

The transactions was accounted for as a recapitalization, with the shares issued as consideration being recorded at $3,936,480 that being value given up after considering price fluctuations and liquidity issues.

NOTE 8—CAPITAL STOCK

Common Stock

As of June 30, 2008, the Company has 47,079,716 shares of its $0.001 par value common stock issued and outstanding.

Warrants

As of June 30, 2008 the Company had the following warrants for the purchase of shares of common stock issued and outstanding:

	Warrants Outstanding			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding, December 31, 2007		-			-		-
Granted		916,667			-		-
Forfeited		-			-		-
Exercised			-					-
Outstanding, June 30, 2008		916,667		$	0.97	$	0

The fair value of the warrants is measured at the end of the reporting period with changes in fair value recognized in net income. None was recognized in the period ending June 30, 2008. The value determined for these warrants at June 30, 2008 was $672,131. Using the Black-Scholes valuation model and the market price and volatility of the Company’s shares of common stock as quoted on the OTCBB as of June 30, 2008, the value of these warrants at June 30, 2008 is determined to be zero. The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.

As at June 30, 2008, the following share purchase warrants were outstanding:

Warrants Outstanding		Exercise Price		Expiration Date
	500,000	$	1.15	January 5, 2013
	250,000		1.15	January 5, 2013
	41,667		0.60	February 27, 2010
	100,000		0.97	February 27, 2010
	12,500		0.95	April 14, 20131
	12,500		0.95	April 14, 2013
	916,667

F-11

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9—RELATED PARTY TRANSACTIONS

The Company assumed a note issued by Dutch Mining, LLC in the amount of $1.2M to Embassy International, LLC, and Florida limited liability company controlled by the family of the Chairman of the Board, Ewald Dienhart. The note is dated December 31, 2006 and carries an interest rate of 10.0%.  The note is unsecured and may be converted into shares of the Company. The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities

The Company assumed notes issued by Dutch Mining, LLC in the amount of $250K to Gabriela Dienhart-Engel, who is the daughter of the Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%. The note is partially secured by the title to the Gold Bug Mine, and may be converted into shares of the Company. The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities

The Company assumed notes issued by Dutch Mining, LLC in the amount of $100,000 to Dienhart-Caruso TBE Family LLC, a Florida limited liability company that is controlled by the wife of the Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the title to certain equipment used by the Company, and may be converted into shares of the Company. The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.

The Company assumed a note issued by Dutch Mining LLC in the amount of $950,000 to Josef Bauer for working capital. The note is guaranteed by Ewald Dienhart and carries an interest rate of 13.0%. The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.

The Company leases space from Rendata Industrial Park, LLC and Rendata is substantially controlled by Ewald Dienhart, the company’s Chairman. For the period ended June 30, 2008 the Company accrued rent and related expenses in the amount of $78,916 and had a payable balance accrued of $90,819 at June 30, 2008.

The Company had an agreement with HPUs, LLC, whose Managing Member Patrick Engel, is related to the Company’s Chairman, effective November 30, 2007 to provide management services. The contract was for one year, automatically renewable unless terminated for a monthly amount of $9,500. The Company had a payable balance accrued of $70,244 at June 30, 2008.

The company owed $69,683 to Ewald J. Dienhart for short term advances at June 30, 2008.

NOTE 10—FINANCIAL CONDITION AND GOING CONCERN

The Company's continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to secure the necessary capital and continue as a going concern.

NOTE 11—SUBSEQUENT EVENTS

Acquisition of Control of Aultra Gold, Inc.

On December 31, 2009, pursuant to a Stock Purchase Agreement by and among the Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a Turks and Caicos corporation, the Company acquired controlling interest of Aultra Gold for a purchase price of One Million newly-issued shares of the Company’s common stock, par value $0.001 per share.

Employment Agreements

On December 31, 2009 the Company entered into an employment agreement with Mr. Daniel Hollis the Company’s Chief Executive Officer for an initial one-year period. The agreement may be renewed at the option of the Corporation for successive one-year periods. The agreement provides for an annual salary of $96,000.

On December 31, 2009 the Company entered into an employment agreement with Mr. Rauno Perttu the Company’s Chief Operating Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one-year periods. The agreement provides for an annual salary of $96,000.

Acquisition of Aultra Gold, Inc.’s Assets

On January 6, 2010, the Company entered into an Asset Purchase Agreement with Aultra Gold, Inc. effective as of December 31, 2009.  Pursuant to the Agreement, the Company acquired all of Aultra Gold’s assets. As consideration for these assets, the Company issued 9,614,667 shares of its common stock, par value $0.001 per share, to Aultra Gold.

In accordance with the transaction, the Company acquired substantially all of the assets related to Aultra Gold’s gold and mineral business, including inventory, accounts receivable, certain supply and distribution and other vendor contracts, good will and other various assets and intangibles. The parties made customary representations, warranties and indemnities that are typical and consistent for a transaction of this size and scope.

In January 2010, the Company announced that an independent consulting geologist conducted an NI 43-101 compliant report, indicating the mineral resource at the Basin Gulch property was sizeable. That report is available as a Form 8K at www.sec.gov and on the Company website, www.dutchgold.com

F-12

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12–MINING LEASE AND OPTION TO PURCHASE

In 1996, the Company entered into a lease agreement for the Benton Mine, the agreement provides for a monthly minimum advance royalty payment of $5,000. The production royalty provides that the lessor pay 4% of the value of ores, minerals, metals, bullion and mineral products derived from the property to the lessee. In addition, lessee will pay 1% of the value of ores, minerals, metals, bullion and mineral products derived within one mile of the leased property.   This lease was last amended January 25, 2006.  The Company has an option to acquire the Benton Mine for $10 million.  The Company is currently working on a commercials permit and reclamation plan for the Benton Mine. There are disagreements with the owners of Benton Mine and Dutch Mining LLC as to the amount of royalties due to the lessor. Dutc h Mining LLC does not and will not operate under the aforementioned lease until a reclamation plan is completed and a full commercial permit is obtained.  At such time, the Benton Mine, Inc. and the Company will have to agree on new terms of the lease, resolving any and all disputed amounts.

1995, the Company purchased the mining property known as Mineral Lot no. 351 final certificate No. 83 consisting of the Gold Bug, Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims in Joseph County, Oregon.  These claims are collectively referred to as the Gold Bug, which had gold production until 1942, when mining ceased as a result of World War II.  Historic production and current geochemical studies indicate the presence of minerals associated with gold formations.  The Company intends to permit the Gold Bug Mine after completing a thorough and diligent study to assess the economic potential of the properties.  The ore grade and composition can be processed at the Company’s mill in Grants Pass, OR.

F-13

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

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “wi ll continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertaintie s should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Forward Looking Statements

This Quarterly Report on Form 10-QSB and the information incorporated by reference may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Various statements, estimates, predictions, and projections stated under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," and elsewhere in this Quarterly Report are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements appear in a number of places in this Quarterly Report and include statements regarding the intent, belief or current expectations of Dutch Gold Resources, Inc. or our officers with respect to, among oth er things, the ability to successfully implement our operating and acquisition strategies, including trends affecting our business, financial condition and results of operations. While these forward-looking statements and the related assumptions are made in good faith and reflect our current judgment regarding the direction of the related business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. These statements are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control and reflect future business decisions, which are subject to change. Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect our results. Some important factors (but not necessarily all factors) that could affect our revenues, growth strategies, future profitabili ty and operating results, or that otherwise could cause actual results to differ materially from those expressed in or implied by any forward-looking statement, include the following:

These statements include, but are not limited to, comments regarding:

•           the establishment and estimates of mineral reserves and resources;

•           grade;

•           expenditures;

•           exploration;

•           permits;

•           closure costs;

•           future financing;

•           liquidity;

•           estimates of environmental liabilities;

•           our ability to obtain financing to fund our estimated expenditure and capital requirements;

•           factors impacting our results of operations;

•           application of Sarbanes-Oxley 404 reporting requirements and our ability to meet those reporting requirements; and

•           the impact of adoption of new accounting standards.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

1

•           unexpected changes in business and economic conditions;

•           significant increases or decreases in gold prices;

•           unanticipated grade changes;

•           metallurgy, processing, access, availability of materials, equipment, supplies and water;

•           determination of reserves;

•           results of current and future exploration activities;

•           results of pending and future feasibility studies;

•           joint venture relationships;

•           local and community impacts and issues;

•           timing of receipt of government approvals;

•           accidents and labor disputes;

•           environmental costs and risks;

•           competitive factors, including competition for property acquisitions;

•           availability of external financing at reasonable rates or at all; and

•           the factors discussed in this Quarterly Report on Form 10-QSB under the heading “Risk Factors.”

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this Quarterly Report.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

Stockholders and other users of this Quarterly Report on Form 10-QSB are urged to carefully consider these factors in connection with the forward-looking statements. We do not intend to publicly release any revisions to any forward-looking statements contained herein to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Overview and Results of Operations

DESCRIPTION OF BUSINESS

Overview

Dutch Gold Resources, Inc. is a junior gold miner focused in North America.  The Company’s mission is to become a recognized gold producer within two years.  A key to this plan is the acquisition of late stage exploration and development projects that can be quickly advanced to production. Our objective is to focus on low-risk and proven reserves that will be economical and profitable for the shareholders of DGRI.

We are reviewing engineering and feasibility studies of the Benton Mine. The Benton Mine in Southern Oregon, which had been in test production, is now in a Care and Maintenance program.  The Company commissioned a drilling program, the results of which are being used as the basis to form a long-term mining plan.

Operating Strategy

Our business strategy is to acquire and develop gold properties in North America. To achieve these goals, we intend to:

•  evaluate the Benton and Gold Bug mines for optimization

•  upgrade the resource and mining operations in Southern Oregon

•  acquire such additional projects and properties that fit the company’s acquisition profile

Benton Mine

2

Dutch Gold Resources, Inc. has leased the Benton Mine consisting of 24 gold mining claims on 480 acres; which are all in good standing including eight patented claims and 16 claims located on US Forest Service Land. Dutch Gold also owns the adjacent Gold Bug Mine on 110 acres with 5.5patented claims. Dutch Gold Resources, Inc. acquired these interests in a share exchange agreement with Dutch Mining, LLC. The mines are located near Grants Pass, OR. The Benton Mine was the largest gold mine in southwest Oregon during the late 1930’s. It was founded in 1893 and was the largest underground mine in Oregon. The Benton mine is an advanced stage development and production project with a substantial investment already made in recent exploration and development that has started delivering gold concentrate in 2007. Dutch Gold recently com pleted the construction and fine-tuning of its ore mill. This is the only permitted, commercial scale gold mill in Oregon.

From 1994 to 1996 Dutch Mining LLC worked to explore and develop the Benton Mine and undertook a baseline study for all the necessary permits to operate the mine and build an ore mill to produce gold ore concentrate. While mining the known ore bodies, the Company feels there is also the potential to significantly upgrade the resource base of Benton by drilling out areas untapped by historic mining and drilling. In January 2005 Dutch Mining reopened the Benton Mine and performed a full rehabilitation of the mine, and built a new gold ore mill to process 330 tons of ore per day that can be increased to 450 tons as needed.

Results of Operations

Three Months ended June 30, 2008 and 2007

During the three-month period ended June 30, 2008 the Company incurred operating expense of $1,351,170 and interest expenses of $237,700 as compared to operating expenses of $148,031 and interest expense of $148,031 for the period ended June 30, 2007.  The Company's net loss during the three-month period ended June 30, 2008 was $1,608,256 as compared to a net loss of $332,930 during the three-month period ended June 30, 2007.

The increase in loss from operations for the quarter ended June 30, 2008 as compared to the quarter ended June 30, 2007 is primarily attributable to reduction in mining activities on the Benton Mine due to restricted capital available to fund the business as a result of the weakness in capital markets.

Twelve-Month Business Outlook

We do not currently have funds sufficient to carry out any of our operations, or to execute our plan of becoming a natural resource company.  In order to act upon our operating plan discussed herein, we must be able to raise sufficient funds from (i) debt financing; or, (ii) new investments from private investors. There can be no assurance that we will be able to obtain debt or equity financing or generate sufficient revenue to produce positive cash flow from operations.

Operating Expenses and Capital Expenditures

Operating Expenses

Assuming that the Company is successful raising funds, we anticipate incurring operating expenses of approximately $2,000,000 during the next twelve months.

The primary operating expenses incurred include management and consulting fees associated with fundraising and the transition to a natural resources company.

Source of Revenue

The Company sells gold concentrates and dore to buyers throughout the world as production warrants.  The company’s revenue fluctuates as a function of the spot price of gold and the amount of gold that is produced from its properties. The Company expects limited production from the Benton mine and limited revenues throughout the year.

Operating Losses

Assuming that the Company is successful continuing to pursue it’s plan to change to a natural resources company we plan realize an operating loss of approximately $2,000,000 during the next twelve months.

Liquidity and Capital Resources

We currently have limited sources of capital, including the public and private placement of equity securities and the possibility of debt. With limited liquid assets and depreciating fixed assets the availability of funds from traditional sources of debt will be limited, and we cannot assure you that there will be a source of funds in the future.

3

As of June 30, 2008, we had a cash overdraft balance of $(73,598). We estimate that, based upon our current business, we will require up to $4,000,000 over the next two years.  However, the Company cannot properly anticipate the capital expenditures and working capital needed in connection with the operations. Due to difficulties in the capital markets as a result of the credit crisis that began with the liquidation of Bear Stearns, inc., the Company has taken steps to reduce its cash requirements, resulting in a furlough of the mining operations personnel, and a temporary halt to production in the Benton Mine.

Our independent certified public accountants stated in their report dated 28 January 2010 for the fiscal year ending December 31, 2008 that we have incurred operating losses from our inception and that we are dependent upon our ability to meet our future financing requirements, and the success of future operations. These factors raise substantial doubt about our ability to continue as a going concern.

Item 3.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed 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 rules and forms of the Securities and Exchange Commission.  Our Chief Executive and Financial Officer evaluated, with the participation of other members of management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)), as of the end of the period covered by this Annual Report on Form 10-KSB.

(b) Changes in Internal Controls

The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Financial Officer.

PART II — OTHER INFORMATION

Item 1.    Legal Proceedings

The Company may from time to time be involved in litigation in the normal course of business.  The Company is a defendant in two labor actions:

Tellez vs Dutch Mining LLC and

Quimby vs Dutch Mining LLC

Both claims were related to actions taken prior to the acquisition of Dutch Mining LLC by Dutch Gold LLC and have been resolved.

We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 2.   Risk Factors

Our independent auditors have expressed doubt about our ability to continue as a going concern.

Our independent public accountants have expressed doubt about our ability to continue as a going concern in their report on our December 31, 2008 and December 31, 2007 financial statements. Our independent public accountants have advised us that our continuance as a going concern is dependent upon our ability to raise capital. There is no assurance that we will be able to raise sufficient capital or generate sufficient cash from operations to continue as a going concern.

Because of our limited operations and the fact that we are currently generating limited revenue, we may be unable to service our debt obligations.

We currently have approximately $2,514,926 in debt pursuant to promissory notes issued by us. We are presently unable to meet our interest obligations in the amount of $618,629 under these notes. We are also trying to secure additional debt and equity financing. Our ability to satisfy our current debt service obligations, and any additional obligations we might incur will depend upon our future financial and operating performance, which, in turn, are subject to prevailing economic conditions and financial, business, competitive, legislative and regulatory factors, many of which are beyond our control. If our cash flow and capital resources continue to be insufficient to fund our debt service obligations, we may be forced to reduce or delay planned acquisitions, expansion and capital expenditures, sell assets, obtain additional equity capital or restructure our debt. We cannot assure you that our operating results, cash flow and capital resources will be sufficient for payment of our debt service and other obligations in the future.

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If we lose our key personnel, we may be unable to successfully execute our business plan; because we currently only have one employee, he may be unable to successfully manage the business.

Our business is presently managed by a key employee, Chief Executive Officer, Daniel W. Hollis. If we lose Mr. Hollis, it could have a material adverse effect on our operations, and our ability to execute our business plan might be negatively impacted. We have entered into an employment agreement with Mr. Hollis, which include provisions restricting his ability to use our confidential information should he leave the company. However, Mr. Hollis may leave the company if he chooses to do so, and we cannot guarantee that he will not choose to do so, or that we would be able to hire similarly qualified executives if he should choose to leave.

Because our common stock is quoted on the "OTC Pink Sheets," your ability to sell your shares in the secondary trading market may be limited.

Our common stock is currently quoted on the OTC Pink Sheets. Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be lower than might otherwise prevail if our common stock was quoted and traded on NASDAQ or a national securities exchange.

Because our shares are "penny stocks," you may have difficulty selling them in the secondary trading market.

Federal regulations under the Securities Exchange Act of 1934 regulate the trading of so-called "penny stocks," which are generally defined as any security not listed on a national securities exchange or NASDAQ, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Since our common stock currently is quoted on the Pink Sheets at less than $5.00 per share, our shares are "penny stocks" and may not be quoted unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade.

In addition, because our common stock is not listed on NASDAQ or any national securities exchange and currently is quoted at and trades at less than $5.00 per share, trading in our common stock is subject to Rule 15g-9 under the Securities Exchange Act. Under this rule, broker-dealers must take certain steps prior to selling a "penny stock," which steps include:

• obtaining financial and investment information from the investor;

• obtaining a written suitability questionnaire and purchase agreement signed by the investor; and

• providing the investor a written identification of the shares being offered and the quantity of the shares.

If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our common stock and our shareholders, therefore, may have difficulty in selling their shares in the secondary trading market.

The requirements of complying with the Sarbanes-Oxley act may strain our resources and distract management

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. The costs associated with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Historically, as a private company we have maintained a small accounting staff, but in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant additional resources and management oversight will be required. This include s, among other things, retaining independent public accountants. This effort may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.

It is our policy not to pay dividends.

We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, for use in our business and therefore do not anticipate paying any cash dividends on our common stock in the foreseeable future.

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Existing shareholders may face dilution from our financing efforts

We are dependent on raising capital from external sources to execute our business plan. We plan to issue debt securities, capital stock, or a combination of these securities. We may not be able to sell these securities, particularly under the current market conditions. Even if we are successful in finding buyers for our securities, the buyers could demand high interest rates or require us to agree to onerous operating covenants, which could in turn harm our ability to operate our business by reducing our cash flow and restricting our operating activities. If we were to sell our capital stock, we might be forced to sell shares at a depressed market price, which could result in substantial dilution to our existing shareholders. In addition, any shares of capital stock we may issue may have rights, privileges, and preferences superior t o those of our common shareholders.

Our future earnings may be adversely affected because of charges resulting from acquisitions, or an acquisition could reduce shareholder value.

We may be required to amortize, over a period of years, certain identifiable intangible assets. The resulting amortization expense could reduce our overall net income and earnings per share. Changes in future markets or technologies may require us to amortize intangible assets faster and in such a way that our overall financial condition or results of operations are harmed. If changes in economic and/or business conditions cause impairment of goodwill and other intangibles acquired by acquisition, it is likely that a significant charge against our earnings would result. If economic and/or business conditions did not improve, we could incur additional impairment charges against any earnings we might have in the future. An acquired business could reduce shareholder value if it should generate a net loss or require invested capital.

Item 3.    Changes in Securities and Use of Proceeds

Not applicable.

Item 4.    Defaults Upon Senior Securities

Not applicable.

Item 5.    Submission of Matters to a Vote of Security Holders

Not applicable.

Item 6.    Other Information

Not applicable

Item 7.    Exhibits and Reports on Form 8-K

Exhibits. 

31.1 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

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

Reports on Form 8-K. During the fiscal quarter ended June 30, 2008, the Company filed the following Current Reports on Form 8-K:

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DUTCH GOLD RESOURCES, INC.
By:	/s/Daniel W. Hollis
	Daniel W. Hollis, Chief Executive Officer
By:	/s/Daniel W. Hollis
	Daniel W. Hollis, Chief Financial Officer

Date:  March 16, 2010

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