Dutch Gold Resources (DGRI) 10-Q 2008 Q3 Quarterly report

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

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

For the quarterly period ended September 30, 2008

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

For the transition period from ___________________________ to _________________________

Commission file number:   333-72163

DUTCH GOLD RESOURCES, 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes T No o

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

YesT            No o

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

Large accelerated filer            o	Accelerated filer o
Non-accelerated filer              o	Smaller reporting company T

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. 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 September 30, 2008
Common Stock, par value $0.001 per share	48,468,076

Transitional Small Business Disclosure Format (check one):  Yes   o        No T

DUTCH GOLD RESOURCES, INC.

FORM 10-Q

SEPTEMBER 30, 2008

INDEX

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
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4	CONTROLS AND PROCEDURES	4
PART II	OTHER INFORMATION	5
ITEM 1.	LEGAL PROCEEDINGS	5
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	5
ITEM 5.	OTHER INFORMATION	5
ITEM 6.	EXHIBITS	5
	SIGNATURES	6

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

FINANCIAL STATEMENTS

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

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

CONSOLIDATED BALANCE SHEETS

As of SEPTEMBER 30, 2008 and Deember 31, 2007

	September 30,			December 31,
	2008			2007
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	(24,530	)	$	80,541
Accounts receivable		88,503			88,503
Total current assets		63,973			169,044
Inventories		-			257,248
Property, plant and equipment
Property, plant and equipment at cost		2,394,494			2,278,801
Less accumulated depreciation		(1,152,497	)		(677,002	)
Net property, plant and equipment		1,241,997			1,601,799
Other Assets		179,852			154,852
TOTAL ASSETS	$	1,485,822		$	2,182,943
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	1,158,068		$	356,514
Accounts payable-related parties		368,631			330,706
Convertible Debentures		775,000			-
Payroll liabilities		(79,964	)		(89,806	)
Accrued liabilities		403,105			214,417
Loans from shareholders		451,392			-
Total current liabilities		3,076,232			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		5,591,158			3,326,757
Commitments and contingencies		-			-
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value 10,000,000 authorized, no shares issued and outstanding at December 31, 2007 and December 31, 2006		-			-
Common stock, $.001 par value 500,000,000 shares authorized, 48,468,076 and 42,373,732 issued and outstanding at September 30, 2008 and December 31, 2007 respectively		48,468			42,374
Additional paid-in-capital		1,383,169			428,709
Accumulated deficit		(5,536,973	)		(1,614,897	)
Total stockholders' deficit		(4,105,336	)		(1,143,814	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	1,485,822		$	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 NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue
Sales	$	27,709		$	1,151,631		$	628,669		$	2,584,354
Cost of sales		104,214			1,182,212			1,490,022			2,511,048
Gross profit		(76,505	)		(30,581	)		(861,353	)		73,306
Operational Expenses
Organizational, selling, general and administrative expenses		184,205			88,655			980,160			159,544
Professional fees		524,356			327,208			1,265,164			451,843
Rent and repairs and maintenance		1,901			1,147			5,172			8,985
Depreciation		239,664			76,124			475,495			202,111
Total operating expenses		950,126			493,134			2,725,991			822,483
Operating loss		(1,026,631	)		(523,715	)		(3,587,344	)		(749,177	)
Other income (expense)
Interest expense		(22,074	)		(72,860	)		(334,732	)		(322,960	)
Gain from previous writeoff		-			-			-			687,000
Income before income taxes		(1,048,705	)		(596,575	)		(3,922,076	)		(385,137	)
Income tax provision		-			-			-			-
Net income (loss) for the period		(1,048,705	)		(596,575	)		(3,922,076	)		(385,137	)
Basic earnings (loss) per share	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.01	)
Weighted average shares outstanding		46,112,184			37,183,688			46,112,184			37,183,688
Fully diluted earnings (loss) per share	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.01	)
Fully diluted weighted average shares outstanding		46,112,184			37,183,688			46,112,184			37,183,688

See notes to consolidated financial statements

F-3

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

	Nine Months Ended
	September 30,
	2008			2007
	(unaudited)			(unaudited)
Cash provided by (used in):
Operating activities:
Net income	$	(3,922,076	)	$	(385,137	)
Adjustments to reconcile net loss to cash used by operating activities
Gain from previous write-off		-			(577,000	)
Write-up of asset value		-			(110,000	)
Fair value of common stock issued for payment of interest expense		37,677			-
Fair value of common stock issued for services		922,877			150,000
Depreciation		475,495			202,111
Changes in assets and liabilities
Accounts receivable		-			(738,381	)
Inventories		257,248			(361,215	)
Other assets		(25,000	)		(34,930	)
Accounts payable		801,553			132,361
Accounts payable-related parties		37,925			-
Accrued liabilities		188,689			251,580
Payroll liabilities		9,842			(109,555	)
Net cash used by operating activities		(1,215,770	)		(1,580,166	)
Investing activities:
Purchase of property and equipment		(115,693	)		(639,203	)
Net cash used by investing activities		(115,693	)		(639,203	)
Financing activities:
Proceeds from sale of Debentures		775,000			2,575,000
Proceeds from Shareholder loans		451,392			-
Proceeds from related party loans		-			374,000
Payments on related party loans		-			(177,825	)
Net cash provided by financing activities		1,226,392			2,771,175
Net increase/(decrease) in cash		(105,071	)		551,806
Cash and cash equivalents at beginning of period		80,541			20,345
Cash and cash equivalents at end of period	$	(24,530	)	$	572,151
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during year for interest	$	92,620		$	59,268
Non-cash Transactions:
Fair value of common stock issued for payment of interest expense		37,677			-
Fair value of common stock options issued for services		922,877			150,000
	$	960,554		$	150,000

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 NINE MONTHS ENDED SEPTEMBER 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		6,084,344		6,084		916,793					922,877
Common shares issued for payment of interest		10,000		10		37,667					37,677
Gain (loss) for year								(3,922,076	)		(3,922,076	)
Balances 09/30/2008		48,468,076	$	48,468	$	1,383,169	$	(5,536,973	)	$	(4,105,336	)

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 geology of this mine is unique to this part of the United States. 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”).

F-6

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.

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 Company 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.

F-7

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, inconnection 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-8

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 potentia lly dilutive securities only basic loss per share is presented in the accompanying financial statements. At September 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.

F-9

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 September 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

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.

F-10

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 beginning after November 15, 2008. SFAS No. 161 i s 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 participants 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 i ssued 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.

F-11

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 mar ket, 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.

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.

	September 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:

	September 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		504,610		440,407
		2,394,494		2,278,801
Less: accumulated depreciation, depletion and amortization		1,152,497		677,002
Net carrying value	$	1,241,997	$	1,601,799

Depreciation expense was $ 475,495 for the nine months ended September 30, 2008.

F-12

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

	September 30,		December 31,
	2008		2007
Accrued interest expense	$	403,105	$	214,417
Accounts Payable		1,158,068		356,514
Accounts Payable-related parties		368,631		330,706
Total Accrued expenses and Accounts Payable	$	1,929,804	$	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 September 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.

NOTE 6—CONVERTIBLE DEBENTURES

The Company had $775,000 of convertible debentures outstanding at September 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.

F-13

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 September 30, 2008, the Company has 48,468,076 shares of its $0.001 par value common stock issued and outstanding.

Warrants

As of September 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		1,916,667		-		-
Forfeited		-		-		-
Exercised		-		-		-
Outstanding, September 30, 2008		1,916,667	$	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 September 30, 2008. The value determined for these warrants at September 30, 2008 was $1,296,448. 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 September 30, 2008, the value of these warrants at September 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 September 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, 2013
	12,500		0.95	April 14, 2013
	833,333		1.00	September 4, 2010
	166,667		1.00	September 4, 2010
	1,916,667

F-14

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 September 30, 2008 the Company accrued rent and related expenses in the amount of $120,097 and had a payable balance accrued of $311,775 at September 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 $221,838 at September 30, 2008.

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

F-15

DUTCH GOLD RESOURCES, INC.

(Formerly SMALL TOWN RADIO, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 concluded the existing data show that the following gold resource is minable under current law:

“approximately 426,135 ounces of combined Probable and Proven gold for the resources in Blocks A and B only, for the Basin Gulch site calculated directly from the drilling data. If 20% is removed to represent uncertainty, this number is approximately 341,000 ounces of gold. Also adding to this conservative approach is that the silver content was not converted to gold equivalency and added to the gold calculated above. In some places on the Basin Gulch prospect, the mea sured silver was well in excess of 10 opt.” (highlighted emphasis added herein).

NOTE 12–MINING LEASE AND OPTION TO PURCHASE

In 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.

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.

F-16

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

This Quarterly Report on Form 10-Q and the information incorporated by reference may include "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,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harb or 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 uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obliga tion 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.

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:

• optimize production of the Benton mine

• upgrade the resource and mining operations at the Benton mine

• invest in exploration of the Jungo mine

• invest in further studies on the Basin Gulch Property to prepare for production

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

1

Benton Mine

Dutch Gold Resources, Inc. owns the lease of 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 5.5 patented 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 completed the construction and fine tuning of its ore mill. This is the only permitted, commercial scale 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 September 30, 2008 and 2007

During the three-month period ended September 30, 2009 the Company incurred operating expenses of $950,126 and interest expenses of $22,074 as compared to operating expenses of $493,134 and interest expenses of $72,860 for the period ended September 30, 2007.  The Company's net loss during the three-month period ended September 30, 2008 was $1,048,705 as compared to a net loss of $596575 during the three-month period ended September 30, 2007.

The increase in operating loss for the quarter ended September 30, 2008 as compared to the quarter ended September 30, 2007 is primarily attributable to increase in mining activities on the Benton Mine.

Nine Months ended September 30, 2008 and 2007

During the nine-month period ended September 30, 2008 the Company incurred operating expenses of $2,725,991 and interest expenses of $334,732 as compared to operating expenses of $822,483 and interest expenses of $322,960 for the period ended September 30, 2007.  The Company's net loss during the nine-month period ended September 30, 2008 was $3,922,076 as compared to a net loss of $385,137 during the nine-month period ended September 30, 2007.

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.

2

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 $1,200,000 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.

As of September 30, 2008, we had a cash overdraft of $24,530. 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, 2007 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.  Quantitative and Qualitative Disclosures About Market Risk.

The Company is not exposed to market risk related to interest rates or foreign currencies.

3

Item 4.  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 Quarterly Report on Form 10-Q.

(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.

4

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we are involved in claims and suits that arise in the ordinary course of our business. Although management currently believes that resolving any such claims against us will not have a material adverse impact on our business, financial position or results of operations, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. In addition to any such claims and suits, we are involved in the following legal proceedings.

At September 30, 2008, the Company’s subsidiary, Dutch Mining, LLC, is subject to two labor proceedings with former employees, Quimby v. Dutch Mining LLC and Tellez v. Dutch Mining, LLC.  Each of these actions relate to actions taken prior to the acquisition of Dutch Mining LLC by Dutch Gold LLC and have been has been settled as of the date of this filing.

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.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders..

None.

Item 5.  Other Information

Not applicable

Item 6.  Exhibits.

Exhibit	Description of Exhibit
31.1	Chief Executive Officer and Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

5

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:  Tuesday, June 8, 2010

6