Dutch Gold Resources (DGRI) 10-Q 2010 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

T Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the period ended June 30, 2010

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.

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).  Yes o     No T

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company 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 June 30, 2010
Common Stock, par value $0.001 per share	149,744,622

DUTCH GOLD RESOURCES, INC.

Form 10-Q

INDEX

PART I FINANCIAL INFORMATION		F-1
Item 1.	Financial Statements	F-1
Condensed Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009		F-1
Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2010 (Unaudited) and 2009 (Unaudited)		F-2
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2010 (Unaudited) and 2009		F-3
Notes to the Financial Statements (Unaudited)		F-5
Item 2.	Management's Discussion and Analysis of Financial Condition and Plan of Operation	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Controls and Procedures	5
PART II OTHER INFORMATION		5
Item 1.	Legal Proceedings	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	(Removed and Reserved)	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
Signatures		7
Certifications

PART 1 – FINANCIAL INFORMATION

ITEM 1.  Financial Statements

DUTCH GOLD RESOURCES, INC.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

As of JUNE 30, 2010 and DECEMBER 31, 2009

	UNAUDITED
	June 30, 2010			31 Dec 2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		16,512			25,845
Investments available for sale		140,000			0
Other current assets		5,250			269,919
Total current assets		161,762			295,764
Long Term Assets
Mineral properties		1,346,053			0
Property, plant and equipment at cost		2,381,015			2,398,776
Less accumulated depreciation		(1,883,131	)		(1,632,253	)
Net property, plant and equipment		1,843,937			766,523
Other Assets		94,852			179,852
TOTAL ASSETS		2,100,551			1,242,139
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable		1,110,514			1,312,177
Accounts payable-related parties		134,079			141,391
Payroll liabilities		558,686			558,686
Accrued liabilities		499,320			648,856
Convertible loans		355,495			360,000
Total current liabilities		2,658,094			3,021,110
LONG-TERM LIABILITIES:
Long-term Notes payable-related parties		2,871,926			2,514,926
Total long-term liabilities		2,871,926			2,514,926
TOTAL LIABILITIES		5,530,020			5,536,036
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value 10,000,000 authorized, no shares issued and outstanding		0			0
Common stock, $.001 par value 500,000,000 shares authorized, 149,744,622 and 115,717,375 issued and outstanding at June 30, 2010 and December 31, 2009 respectively		149,745			115,717
Additional paid-in-capital		15,008,400			12,223,375
Accumulated deficit		(18,587,614	)		(16,632,989	)
Total stockholders' deficit		(3,429,469	)		(4,293,897	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT		2,100,551			1,242,139

See notes to consolidated financial statements

F-1

DUTCH GOLD RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2010 AND JUNE 30, 2009

	UNAUDITED						UNAUDITED
	Three months ending June 30, 2010			Three months ending June 30, 2009			Six months ending June 30, 2010			Six months ending June 30, 2009
Revenue
Sales	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operational Expenses
Organizational, selling, general and administrative expenses		298,771			2,095,778			1,903,902			2,852,130
Rent and repairs and maintenance		11,914			1,200			25,498			2,219
Depreciation		119,939			119,939			239,878			239,878
Total operating expenses		430,624			2,216,917			2,169,278			3,094,227
Operating loss		(430,624	)		(2,216,917	)		(2,169,278	)		(3,094,227	)
Other income (expense)
Interest expense		(110,000	)		(612,550	)		(225,342	)		(677,429	)
Income before income taxes		(540,624	)		(2,829,467	)		(2,394,620	)		(3,771,656	)
Income tax provision		-			-			-			-
Net income (loss) for the period		(540,624	)		(2,829,467	)		(2,394,620	)		(3,771,656	)
Basic earnings (loss) per share	$	(0.00	)	$	(0.04	)	$	(0.02	)	$	(0.05	)
Weighted average shares outstanding		149,744,622			68,982,226			149,744,622			68,982,226
Fully diluted earnings (loss) per share	$	(0.00	)	$	(0.04	)	$	(0.02	)	$	(0.05	)
Fully diluted weighted average shares outstanding		149,744,622			68,982,226			149,744,622			68,982,226

See notes to consolidated financial statements

F-2

DUTCH GOLD RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD ENDED June 30, 2010 and 2009

	Six months ending June 30, 2010			Six months ending June 30, 2009
Cash provided by (used in):
Operating activities:
Net income	$	(2,394,620	)	$	(3,771,656	)
Depreciation		239,878			239,878
Noncash share issuance for services		1,174,072			3,544,282
Write-off of Accounts Payable		265,366
Common Stock Issued to Retire Debt		106,525
Noncash share issuance for interest		225,342			554,656
Changes in assets and liabilities					-
Accounts payable		(201,663	)		831,020
Other Current Assets		349,669			(1,602,548	)
Accounts payable-related parties		(7,312	)		-
Accrued liabilities		(149,536	)		122,758
Net cash used by operating activities		(392,279	)		(81,610	)
Financing activities:
Proceeds from sale of Debentures		357,000			41,126
Proceeds from sale of common stock, net		25,946			50,000
Net cash provided by financing activities		382,946			91,126
Net increase/(decrease) in cash		(9,333	)		9,516
Cash and cash equivalents at beginning of period		25,845			(1,063	)
Cash and cash equivalents at end of period	$	16,512		$	8,453
Supplemental schedule of non-cash charges:
Noncash share issuance for services		1,174,072			3,544,282
Write-off of Accounts Payable		265,366
Common Stock Issued to Retire Debt		106,525
Noncash share issuance for interest		225,342			554,656

See notes to consolidated financial statements

F-3

DUTCH GOLD RESOURCES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE Three Months Ending June 30, 2010

	Common Stock
	Shares			Dollars at Par ($.001)			Paid in Cap. Dollars $		Accum. Deficit			Stockholders' Equity
Balances 12/31/09		115,717,375		$	115,717		$	12,223,375	$	(16,192,994	)		(3,853,902	)
													-
Common shares issued for cash		946,000			946			25,000					25,946
													-
Common shares issued for services		20,555,500			20,556			1,174,072					1,194,628
Common shares issued to retire debt		6,625,000			6,625			99,900					106,525
Common shares issued for Acquisition		9,614,667			9,615			1,346,053					1,355,668
Acquisition of investment held for sale								140,000					140,000
Shares Cancelled		(3,713,920	)		(3,714	)							(3,714	)
Gain (loss) for year										(2,394,620	)		(2,394,620	)
Balances 6/30/2010		149,744,622			149,745			15,008,400		(18,587,614	)		(3,429,469	)

See notes to consolidated financial statements

F-4

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NATURE OF OPERATIONS

Dutch Gold Resources, Inc. is a junior gold miner that acquires and develops mining properties that can be put into production, or have a capital creation event,  within 12 to 24 months. 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 valuable and produced returns for its shareholders.

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 accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2009 included in the Company’s Form 10-K filed on April 15, 2010.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.  However, the Company believes that the disclosures are adequate to make the information presented not misleading.  The financial statements reflect all adjustments (cons isting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations.  The operating results for the period ended June 30, 2010 are not necessarily indicative of the results to be expected for any other interim period of any future year.

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”). 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.

F-5

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, CASH EQUIVALENTS AND FINANCIAL INSTRUMENTS

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

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.  There was no revenue generated in the reporting period.

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.

F-6

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 FASB ASC Topic 718 - Stock Compensation, 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 31 December 2007.   The Company issued stock for payment of professional fees and this stock issuance was expensed based on the market value of the stock on the date granted.

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 con tain 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 method.

F-7

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAX

The Company accounts for income taxes under FASB ASC 740 –. Under ASC 740 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. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, w hereby (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 FASB ASC 360-10-10 if undiscounted cash flo ws 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 FASB ASC 815-10 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 p ronouncement does not have an impact on the Company’s financial statements.

F-8

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIC AND DILUTED LOSS PER SHARE

The Company computes net income (loss) per share in accordance with FASB ASC 260. 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. At June 30, 2010, the Company had outstanding options, warrants and stock purchase rights to purchase a total of 7,777,500 common shares of the Company that could have a future dilutive effect on the calculation of earnings per share.

ASSET RETIREMENT OBLIGATIONS

The Company follows FASB ASC 410-20, 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.   ASC 410-20 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 exp ense. 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 of June 30, 2010 and December 31, 2009 the Company had no asset retirement obligations.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) (formerly issued as Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB SFAS No. 162), as the single source of authoritative nongovernmental U.S. GAAP launched on July 1, 2009.  The ASC does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the ASC will be considered no authoritative . The ASC is effective for interim and annual periods ending after September 15, 2009. The ASC is for disclosure only and will not impact our financial condition or results of operations.  The Company has adopted this pronouncement effective as of September 30, 2009. The adoption of this ASC had no impact on our financial reporting process.

On January 1, 2009, the Company adopted ASC Subtopic 815-10 (formerly SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133), which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under ASC Topic 815, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows.  Since the Company currently does not have any derivative instruments, there are no additional disclosures required.

F-9

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On January 1, 2009, the company-adopted guidance issued by the FASB on business combinations ASC 805 including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. In a business combination, including business combinations achieved in stages (step acquisition), the acquirer is required to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also re quires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. Additionally, it requires acquisition-related costs to be expensed in the period in which the costs are incurred and the services are received instead of including such costs as part of the acquisition price. The adoption has not had a material impact on the company’s financial statements.

In April 2009, the FASB issued ASC 820 “Determining Fair Values When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This FSP provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The FSP also amends certain disclosure provisions of SFAS No. 157 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value. This pronouncement is effective prospectively beginning April 1, 2009. The Company has determined that the impact that the adoption of this standard will not have a material impact on the Company's results of operations and financial condition.

In April 2009, the FASB issued ASC 820 and ASC 320-10-65 "Recognition and Presentation of Other-Than-Temporary Impairments". This ASC modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The ASC also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the ASC, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security's entire amortized cost basis. The ASC further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than- temporary, (1) the entire shortfall of the security's fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. ASC 820 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulated other comprehensive income. This pronouncement is effective April 1, 2009. The Company has adopted this pronouncement; and determined that there was no impact on the Company’s financial position or results of operations as a result of the adoption.

In April 2009, the FASB issued ASC 825, "Interim Disclosures about Fair Value of Financial Instruments." This ASC essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the ASC requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments.  The Company has applied this pronouncement in the current reporting period.

F-10

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

In May 2009, the FASB issued, "Subsequent Events ASC 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. ASC 855-10-05 is effective for interim and annual periods ending after June 15, 2009, and accordingly, the Company adopted this pronouncement during the second quarter of 2009. ASC 855-10-05 requires that public entities evaluate subsequent events through the date that the financial statements are issued. The Company has looked at subsequent events through the issuance date of this statement and has concluded that there are no material subsequent events for disclosure.

In June 2009, the FASB issued, "Accounting For Transfers of Financial Assets -- An Amendment Of FASB Statement ASC860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. ASC 860 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. ASC 860 is effective for fiscal years beginning after November 15, 2009. The Company has determined that ASC860 will not have a material impact on its financial condition, results of operations or cash flows.

In June 2009, the FASB issued "Amendments to FASB Interpretation No. 46 (RASC 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASC 810-10 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. ASC 810-10 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that invol vement. ASC 810-10 is effective for fiscal years beginning after November 15, 2009. The Company has determined that the adoption of impact ASC 810-10 did not have a material impact on its financial condition, results of operations or cash flows.

In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company determined that the adoption of ASU 2010-09 to have a material impact on its consolidated results of operations or financial position.

In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company determined that the adoption of ASU 2010-06 will not have a material impact on it s consolidated results of operations or financial position.

F-11

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ce ases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company determined that the adoption of ASU 2010-2 does not have a material impact on the Company's consolidated results of operations or financial position.

In December 2009, FASB issued ASU 2009-17 Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ("ASU 2009-17"). ASU 2009-17 amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losse s of the entity or (2) the right to receive benefits from the entity. ASU 2009-17 also requires additional disclosures about an enterprise's involvement in variable interest entities. ASU 2009-17 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company determined that the adoption of ASU 2009-17 does not have a material impact on its consolidated results of operations or financial position.

In December 2009, FASB issued ASU 2009-16 Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets ("ASU 2009-16"). ASU 2009-16 amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140. The amendments in ASU 2009-16 improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures abo ut the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of ASU 2009-16 to have a material impact on its consolidated results of operations or financial position.

F-12

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In August 2009, FASB issued ASU 2009-4 Accounting for Redeemable Equity Instruments—an Amendment to Section 480-10-S99 ("ASU 2009-4"). ASU 2009-4 represents a Securities and Exchange Commission ("SEC") update to Section 480-10-S99, Distinguishing Liabilities from Equity. The adoption of guidance within ASU 2009-4 did not have an impact on the Company's consolidated results of operations or financial position.

FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees.   The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009.  The adoption of this standard had no effect on the Company’s financial reporting.

NOTE 2—PROPERTIES, PLANT AND EQUIPMENT

Property Plant and Equipment consists of:

	June 30, 2010			December 31, 2009
Mine and Mill Equipment		2,381,015			2,296,776
Mineral Properties Jungo and Basin Gulch		1,346,053			0
Subtotal		2,398,776			2,398,776
Less: accumulated depreciation		(1,883,131	)		(1,632,253	)
Net Fixed Assets		497,884			766,523

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

F-13

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 3—INCOME TAX

The Company accounts for income taxes under FASB ASC 740 –. Under ASC 740 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. ASC 740 also requires that uncertain tax positions are evaluated in a two-step proce ss, 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.

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 December 31, 2009. 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 4—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

F-14

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 5—CAPITAL STOCK

Common Stock

As of June 30, 2010, the Company had 149,744,622 shares of its $0.001 par value common stock issued and outstanding and as of December 31, 2009, the Company has 115,717,375 shares of its $0.001 par value common stock issued and outstanding.

Warrants

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 were recognized in the period ending June 30, 2010. The value determined for these warrants was $1,544,946.  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, 2010, the value of these warrants is determined to be zero.  The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.

F-15

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As at June 30, 2010 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
	3,333,333		0.50	March 12, 2011
	62,500		0.50	June 9, 2012
	437,500		0.50	June 9, 2012
	125,000		0.30	October 5, 2012
	50,000		0.30	October 21, 2012
	62,500		0.30	November 16, 2012
	500,000		0.30	November 18, 2012
	100,000		0.30	November 18, 2012
	75,000		0.30	November 24, 2012
	75,000		0.30	November 29, 2012
	125,000		0.30	December 4, 2012
	625,000		0.30	December 9, 2014
	90,000		0.30	December 9, 2012
	100,000		0.30	December 16, 2012
	50,000		0.30	December 16, 2012
	50,000		0.50	December 16, 2012
	7,777,500

NOTE 6 —RELATED PARTY TRANSACTIONS

The Company assumed a note issued by Dutch Mining, LLC in the amount of $1,214,916 to Embassy International, LLC, and Florida limited liability company controlled by the family of the former Chairman of the Board, Ewald Dienhart. This is a demand note with $900,000 secured by the mill equipment at an interest rate of 6% and the balance unsecured with a 0% interest rate.  The 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 former 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 CD TBE, LLC, a Company related to the former 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 Gold Bug mine and 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.

F-16

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 8.0%.  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. Rendata Industrial Park ownership: The Ebert Family Trust owns 52% and the remaining 48% is owned by the Caruso Dienhart (TBE) Family LLC.  For the period ended December 31, 2009 the Company accrued rent and related expenses in the amount of $142,380 and had a payable balance accrued of $311, 775 at June 30, 2010.

The Company had an agreement with HPUs, LLC, whose Managing Member Patrick Engel, is related to the Company’s former 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 owed $69,683 is owed to Caruso Dienhart (TBE) Family LLC for short term advances at December 31, 2009.

NOTE 7 – MINERAL PROPERTIES AND DEVELOPMENT COSTS

With the acquisition of the Basin Gulch Project and the Jungo Project, we also acquired certain mining claims and permits in the transaction. Since that time, we have not commenced any mining operations therefore, we have not recorded any amortization expense and we have determined that no impairment has occurred for the period ended June 30, 2010. Components of our mineral properties and development costs are as follows:

	June 30, 2010
Basin Gulch claims	$	1,252,053
Jungo		94,000
	$	1,346,053

NOTE 8—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 9—COMMITMENTS AND CONTINGENCIES

The Company leases office space in Atlanta Georgia under a one-year renewable contact presently at approximately $1,500 monthly. The rates escalate over the term.

F-17

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There was a lease agreement entered into between the Company and Rendata Industrial Park, LLC on the 31st of March, 2002 for certain rental property consisting of 32,900 square feet of covered space located within Rendata Industrial Park in Josephine County, Oregon. The lease is for a monthly amount of $11,075, for a ten-year period. The lease has an option for two ten-year lease extensions under the same terms and conditions.

NOTE 10 – ACQUISITION 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.

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

On March 29, 2010, the Company’s subsidiary, Aultra Gold, Inc. (“Aultra Gold”) entered into an Agreement and Plan of Share Exchange (the “Agreement”) with Shamika Gold Inc., a Canadian Corporation (“Shamika”), and certain shareholders of Shamika (the “Shamika Holders”).  Pursuant to the Agreement, Aultra Gold acquired all of the outstanding shares (the “Shamika Shares”) from the Shamika Holders in exchange for an aggregate of 25,500,000 shares of Aultra Gold’s common stock, par value $0.00001 per share (the “Common Stock”) (the “Exchange”).  As a result of the Exchange, Shamika became a wholly-owned subsidiary of Aultra Gold.  The Aultra Gold shares of Common Stock were issued to the Shamika Holders on a pr o rata basis, on the basis of the shares held by such Shamika Holders at the time of the Exchange.

The former holders of the Shamika Shares now beneficially own approximately 51% of the outstanding shares of Aultra Gold Common Stock. Accordingly, the Exchange represents a change in control. Dutch Gold Resources, Inc. retained 4,950,000 shares of Shamika Gold, Inc. For financial accounting purposes, the acquisition was a reverse acquisition of Aultra Gold by Shamika, under the purchase method of accounting, and was treated as a recapitalization with Shamika as the acquirer. Upon consummation of the Exchange, Aultra Gold adopted the business plan of Shamika.

F-18

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – MINING LEASE AND OPTION TO PURCHASE

GOLD BUG MINE

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.  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.   The Company is evaluating the economic feasibility of this project, in comparison to the potential projected capital costs, production cost and potential Return on Investment, compared to other projects in the Company’s portfolio.

BENTON MINE

In 1996, the Company entered into a lease agreement for the Benton Mine (the “Agreement”).  The Agreement provides for a monthly minimum advance royalty payment of $5,000. As of the date of this report, the Company is default under the terms of the Agreement. The Company has completed the reclamation plan for the Benton Mine and is evaluating the economic feasibility of the project, weighing projected capital costs and anticipated return on investment against other projects in the company portfolio.  If it is determined that the Benton Mine is viable for future investment the existing lease will have to be re-negotiated and brought up to date.

BASIN GULCH

Dutch Gold Resources, Inc., was granted an assignment of the Basin Gulch Mine lease between Aultra Gold, Inc. and Strategic Minerals, Inc. as a result of the acquisition of this asset and the majority of the stock in Aultra Gold, Inc.  On May 31, 2006, the Company entered into a Mining Lease Agreement with Strategic, whereby Strategic granted the Company the exclusive right to explore, evaluate, develop, and mine the Basin Gulch Property, Montana. The advanced exploration and test mining project consists of eleven patented mineral claims, surrounded by the Deer Lodge National Forest, totaling about 217.9 acres. The claims are all located at the head of Basin Gulch, on the northern slopes of the West Fork Buttes, within the Sapphire Range of the Western Montana Rocky Mountains.

The three-stage Mining Lease Agreement for Basin Gulch is structured as follows:

Stage 1 initial payment:

The Company paid its initial cash payment of $10,000 and prior to July 30, 2006 satisfied its reporting obligations to Strategic regarding all the exploration and studies conducted on the premises of Basin Gulch Property.

F-19

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stage 2 advance production royalties:

To further evaluate and develop the minerals, the Company fulfilled the following obligations:

i) By June 10, 2006, it paid a cash payment of $15,000 directly to the underlying property owner;

ii) by September 10, 2006 made a cash payment of $25,000 directly to the underlying property owner, and at the end of each flowing six month period to date..  Since 2008, Dutch Gold Resources, Inc. made such payments under an agreement with AGI, which granted a security interest in all the claims, in the event that AGI could not repay such advances;

iii) a cash payment of $25,000 will be made on September 10, 2010, and thereafter on every six months until production has commenced.

Stage 3 production royalties:

Upon commencement of production, the Company must pay the greater of:

i) A twice annual cash payment of $50,000 due on March 10 and September 10 of each year; or

ii) 3% of the gross sales receipts of the gold and silver sold, due semi-annually on March 10 and September 10 of each year;

Should production be suspended for a period of 6 months or longer, the twice annual advance production royalty of $50,000 listed above resume. Upon the completion of payments totaling $8,000,000, the Company will have purchased the mineral rights to this property.

JUNGO

On June 1, 2007, the Company entered into a formal binding Agreement of Purchase and Sale (the "Agreement") with W.R. Hansen, an individual (the “Seller”), pursuant to which the Company acquired from the Seller certain mining claims together with all improvements and all equipment owned by the Seller located thereon, located in Humboldt County, State of Nevada (the “Property”). In consideration of the purchase of the Property, the Company agreed to: (i) reimburse the Seller for all staking and filing costs related to the Property, (ii) issue to the Seller 50,000 restricted shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), valued at $0.50 per share, (iii) upon its sole determination of sufficient mineralization to place the Property in production, to fur ther issue to the Seller additional 50,000 restricted shares of the Company’s Common Stock, such that the Company shall make such a determination not later than 30 days following the acquisition of the data contemplated by paragraph 3.3 of the Agreement, (iv) not later than 10 days following the date the Property is placed into development for production of metals, to issue to the Seller an additional 100,000 restricted shares of the Company’s Common Stock, and (v) as further consideration after the Property is placed in production, to direct to the Seller a monthly Net Smelter Royalty of 2% upon all gold, silver, copper, or other metals (the “Metals”) produced and sold from the Property (each royalty payment shall be paid not later than 30 days following the last day of the month in which the metals were produced and sold). Closing of the sale and purchase of the Property occurred on the same date, as under the Agreement both the Company and the Seller have performed their mutual obl igations under paragraph 2.2 and Section 4 thereof.

F-20

DUTCH GOLD RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13- SUBSEQUENT EVENTS

On July 15, 2010, the Company consummated an Exchange Agreement (the “Agreement”) with Embassy International, LLC, a Florida limited liability company (the “Holder”).  Pursuant to the Agreement, the Company issued 15,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), in exchange for partial satisfaction in the amount equal to $50,000.00 of a certain promissory note owed by the Company to the Holder in the principal amount of $1,214,962.00.  The Shares are subject to adjustment and potential return to the Company for retirement based upon the loan amount converted and 75% of the volume weighted average price of the Common Stock for the twenty trading days following the delivery of the Shares.  The promissory not e was issued by Dutch Mining, LLC, a wholly-owned subsidiary of the Company (“Dutch Mining”), to the Holder on December 31, 2006 and was assumed by the Company pursuant to an Agreement and Plan of Share Exchange, dated January 4, 2007, between the Company and Dutch Mining.  Also on that date, the Holders sold the Shares to Socius CG, II, Ltd., an unaffiliated Bermuda company.

F-21

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

Forward Looking Statements

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes included in this report. This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as "may," "will," "should," "expects," "anticipates," "estimates," "believes," or "plans" or comparable terminology are forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Overview and Results of Operations

Overview

Dutch Gold Resources, Inc. is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. 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 its shareholders.

Basin Gulch, Montana

The Basin Gulch Mine is a large, open-ended, gold and silver system in Montana located in central Montana west of Helena near the Idaho border.  This area has produced some of the most prolific strikes, including the famous Last Chance Gulch mine, and Barrick’s Golden Sunlight Mine.

An updated NI 43-101 complete report was filed with the Securities and Exchange Commission in January 2010.  The report showed a significant increase in mineralization, using data not previously reported.  A copy of the report is available at www.SEC.gov or on the Company website, www.dutchgold.com.  The consulting geologist did not complete reserve estimates for the other areas where drilling occurred.  These areas also encountered strong mineralization but the drilling was on close enough centers to use for reserve estimation.  It is important to understand that none of the historic drilling or trenching was designed to look for higher grade selectively mineable or underground mineable resources, although several strong exploration targets were identified.  This means that Dutch’s current primary exploration targets at Basin Gulch have been identified but are not yet included in the above reserve figures. Dutch believes resources discovered in these exploration targets would be minable under Montana mining law. The potential size of the exploration targets is theoretically several million ounces.

The mine was discovered by Rauno Perttu and been partly explored by 323 reverse circulation and core drill holes, totaling approximately 90,000 feet.  The Company has also completed 17,000 feet of trenches.  Most of the holes were shallow largely pattern-drilled for an open-pit reserve.  The system contains multiple areas of mineralization, and an open-ended defined resource of more than two million ounces of mostly low-grade disseminated gold and silver, with local shallow higher-grade breccias and inferred veins. The system covers a known area in excess of 2,600 acres, and appears to be related to other mineralized areas in the local area. Approximately $3.6 million was spent on this exploration, which was focused on identifying a large open-pit minable reserve.

1

The most exciting target on the property is a nested diatreme complex (overlapping volcanic breccia pipes) that extends over a minimal area of 2,600 feet by 3,300 feet. This diatreme complex has not been drilled to depth, and may contain high-grade gold and silver mineralization in a deeper “boiling zone”. The diatreme complex is characterized by overall low-grade gold and silver mineralization and local high-grade mineralization. Nearby shallow much smaller diatreme zones appear to be adjacent outliers to the main diatreme complex. These outliers are associated with an inferred controlling fault zone that may also be an important control for the main diatreme and for some of the inferred veins. Two of these smaller diatremes appear to contain near-surface “boiling zones”, and contain high-grade gold and silver mineralization.

The Company is evaluating consultants to facilitate the process of testing, drilling and developing the Basin Gulch property.  Subject to funding, the Company expects to file for a preliminary permit for the above-mentioned activities prior to September 30, 2010.  We expect to begin testing and drilling during the following quarter of 2010.

Jungo

Jungo is located in northern Nevada near the Oregon border.

The Jungo property lies between the historic Sleeper and Hycroft mines in Humboldt County, Nevada. Rauno Perttu, Dutch Gold’s COO and renowned Geologist discovered the Jungo exploration property in 2006.

The Hycroft Mine historically produced in excess of a million ounces of gold and recently announced that it plans to go back into production with the recent discovery of at least 5 million ounces of additional reserves.

The Sleeper Mine produced approximately 1.7 million ounces of gold, much of it from very high-grade near-surface veins. Recent exploration is finding new areas of strong ore-grade mineralization below the historic mine pit and along newly identified mineral structures outside the historic exploration area.

Activity among major mining companies continues to grow in the immediate area, In addition to the Sleeper and Hycroft mines, Jungo is adjacent to the Sandman mine, currently being developed by Frontier Gold and their joint venture partner, Newmont.

The Company announced results of a trenching investment in the quarter ending June 30, 2010.  Based on these results, the Company plans to begin a drilling program during the second half of 2010.

Southern Oregon Operations

The Company maintains one mining project, and has completed that reclamation on the Benton Mine, and a mill near Grants Pass, in southern Oregon.

Mill

The mill at Grants Pass, Oregon has capacity to produce 330 tons/day and the company is seeking mining partners to increase the utilization of this mill.

2

Gold Bug Mine

The Company owns the Gold Bug mine at Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims in Joseph County, Oregon.  Gold Bug 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.

Benton Mine

The Company had a lease, which is the subject of various disputes with the owner of the Benton Mine.  The mine is currently in Care and Maintenance mode. There are disagreements with the owners of Benton Mine and Dutch Mining LLC as to the amount of royalties due to the lessor.  Dutch 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.  The Company produced and sold gold ore in 2007 and 2008, selling gold concentrates to a domestic buyer and to an international buyer.  The Company has not produced or sold any gold from the Benton Mine since 2008.

Employee relations

As of June 30, 2010, we had 3 employees.

Reclamation

We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts are conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.  The Company has recently completed a reclamation plan at the Benton Mine.

Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required for our exploration and other programs. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States. There are no current orders or directions relating to us with respect to the foregoing laws and regulations. For a more detailed discussion of the various government laws and regulations applicable to our operations and potential negative affects of these laws and regulations please see "Item 1A.—Risk Factors" below.

Environmental Regulation

Our gold projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are conducted in material compliance with applicable laws and regulations.

3

Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

During 2009, there were no material environmental incidents or material non-compliance with any applicable environmental regulations. We estimate that we will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Results of Operations

Three Months ended June 30, 2010 and 2009

During the three-month period ended June 30, 2010 the Company incurred operating expenses of $430,624 and interest expenses of $110,000 as compared to operating expenses of $2,216,917 and interest expenses of $612,550 for the period ended June 30, 2009.  The Company's net loss during the three-month period ended June 30, 2010 was $540,624 as compared to a net loss of $2,829,467 during the three-month period ended June 30, 2009.

Twelve-Month Business Outlook

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.

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 to fund the costs relating to the development of our properties and the identification of new acquisitions.

Source of Revenue

The Company has gold concentrates and Dore to brokers who then process the concentrates throughout the world, primarily in Mexico.  The Company has negotiated to sell its concentrates to smelters in Germany and China.  The Company did not make and sales; neither did it produce any gold during the reporting periods.

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 June 30, 2010, we had a cash balance of $16,512. 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 and development.

4

Our independent certified public accountants stated in their report dated  January 28, 2010 for the fiscal year ending December 31, 2009 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.

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.

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

On April 8, 2010, the Company was advised that the Securities and Exchange Commission is conducting an investigation titled “In the Matter of Dutch Gold Resources, Inc.,” File No. A-03222.  In the investigation, the Company and its Chief Executive Officer, Daniel W. Hollis, received subpoenas to produce documents to and provide investigative testimony before the staff of the Commission.  Neither the Company nor Mr. Hollis have been notified of the specific nature of the investigation.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances.  We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

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.

5

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

For the six months ending June 30, 2010, the Company sold convertible debentures in the aggregate amount of $357,000. The debentures are convertible into shares of the Company’s Common Stock based on a formula to a discount of the Company’s stock price.  The debentures have an interest rate of 8%.

For the six months ending June 30, 2010, the Company issued 946,000 shares of its Common Stock for subscription proceeds in the aggregate amount of $25,946.

For the twelve months ending December 31, 2009, the Company issued 5,030,000 shares of its Common Stock for subscription proceeds in the aggregate amount of $528,000.

For the twelve months ending December 31, 2008, the Company issued 1,287,333 shares of its Common Stock for the conversion of debt in the amount of $250,000.

For the twelve months ending December 31, 2008, the Company issued 1,823,336 shares of its Common Stock for subscription proceeds in the aggregate amount  of $1.022 million.

Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D and Regulation S promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Registrant’s reasonable belief that the Investor had access to information concerning the Registrant’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the Investor; the Registrant obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Registrant in order to make an informed investment decision.  All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  (Removed and Reserved)

Item 5.  Other Information

On March 29, 2010, the Company’s subsidiary, Aultra Gold, Inc. (“Aultra Gold”) entered into an Agreement and Plan of Share Exchange (the “Agreement”) with Shamika Gold Inc., a Canadian Corporation (“Shamika”), and certain shareholders of Shamika (the “Shamika Holders”).  Pursuant to the Agreement, Aultra Gold acquired all of the outstanding shares (the “Shamika Shares”) from the Shamika Holders in exchange for an aggregate of 25,500,000 shares of Aultra Gold’s common stock, par value $0.00001 per share (the “Common Stock”) (the “Exchange”).  As a result of the Exchange, Shamika became a wholly-owned subsidiary of Aultra Gold.  The Aultra Gold shares of Common Stock were issued to the Shamika Holders on a pro rat a basis, on the basis of the shares held by such Shamika Holders at the time of the Exchange.

6

The former holders of the Shamika Shares now beneficially own approximately 51% of the outstanding shares of Aultra Gold Common Stock. Accordingly, the Exchange represents a change in control. Dutch Gold Resources, Inc. retained 4,950,000 shares of Shamika Gold, Inc. For financial accounting purposes, the acquisition was a reverse acquisition of Aultra Gold by Shamika, under the purchase method of accounting, and was treated as a recapitalization with Shamika as the acquirer. Upon consummation of the Exchange, Aultra Gold adopted the business plan of Shamika.

On August 6 2010, Steve Keaveney was appointed as the Company’s Chief Financial Officer of the Company.

Item 6.  Exhibits

31.1 Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

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

32.2 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*

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.

Date:  August 11, 2010

DUTCH GOLD RESOURCES, INC.

By:	/s/Daniel W. Hollis
	Daniel W. Hollis, Chief Executive Officer
	(Principal Executive Officer)
By:	/s/Steve Keaveney
	Steve Keaveney, Chief Financial Officer
	(Principal Financial Officer)

7