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 March 31, 2009





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 Actduring 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 T           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 oNon-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 March 31, 2009Common Stock, par value $0.001 per share

52,985,409





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










DUTCH GOLD RESOURCES, INC.


FORM 10-Q


MARCH 31, 2009


INDEX





PART I
FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEET
F-2CONSOLIDATED STATEMENTS OF OPERATION
F-3CONSOLIDATED STATEMENTS OF CASH FLOWS
F-4CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
F-5NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-6ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
1ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3ITEM 4
CONTROLS AND PROCEDURES
3PART II
OTHER INFORMATION
4ITEM 1.
LEGAL PROCEEDINGS
4ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
4ITEM 3.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
4ITEM 4.
REMOVED AND RESERVED
4ITEM 5.
OTHER INFORMATION
4ITEM 6.
EXHIBITS
5SIGNATURES
5


Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)








FINANCIAL STATEMENTS








As of March 31, 2009 (unaudited) and December 31, 2008


Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


CONSOLIDATED BALANCE SHEETS


As of MARCH 31, 2009 and DECEMBER 31, 2008





March 31,


December 31,2009


2008(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
6,470


$
(1,063
)Total current assets


6,470



(1,063
)Property, plant and equipmentProperty, plant and equipment at cost


2,398,776



2,398,776Less accumulated depreciation


(1,272,436
)


(1,152,497
)Net property, plant and equipment


1,126,340



1,246,279Other Assets


179,852



179,852TOTAL ASSETS

$
1,312,662


$
1,425,068LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable

$
1,981,973


$
1,217,256Accounts payable-related parties


222,613



222,613Convertible Debentures


525,000



525,000Payroll liabilities


(99,373
)


(99,373
)Accrued liabilities


485,281



420,415Loans from shareholders


453,272



453,072Total current liabilities


3,568,766



2,738,983LONG-TERM LIABILITIES:Long-term Notes payable-related parties


2,514,926



2,514,926Total long-term liabilities


2,514,926



2,514,926TOTAL LIABILITIES


6,083,692



5,253,909Commitments and contingencies


-



-STOCKHOLDERS' DEFICITPreferred stock, $.001 par value 10,000,000 authorized, no shares issued and outstanding at September 30, 2009 and December 31, 2008


-



-Common stock, $.001 par value 500,000,000 shares authorized, 52,985,409 issued and outstanding at March 31, 2009 and December 31, 2008 respectively


52,985



52,985Additional paid-in-capital


2,335,934



2,335,934Accumulated deficit


(7,159,949
)


(6,217,760
)Total stockholders' deficit


(4,771,030
)


(3,828,841
)TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT

$
1,312,662


$
1,425,068





See notes to consolidated financial statements


F-2
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND MARCH 31, 2008





Three Months EndedMarch 31,2009


2008(unaudited)


(unaudited)RevenueSales

$
-


$
329,519Cost of sales


-



1,094,980Gross profit


-



(765,461
)Operational ExpensesOrganizational, selling, general and administrative expenses


727,852



223,122Professional fees


28,500



84,558Rent and repairs and maintenance


1,019



600Depreciation


119,939



116,416Total operating expenses


877,310



424,695Operating loss


(877,310
)


(1,190,157
)Other income (expense)Interest expense


(64,879
)


(74,957
)Income before income taxes


(942,189
)


(1,265,114
)Income tax provision


-



-Net income (loss) for the period


(942,189
)


(1,265,114
)Basic earnings (loss) per share

$
(0.02
)

$
(0.03
)Weighted average shares outstanding


52,985,409



44,455,400Fully diluted earnings (loss) per share

$
(0.02
)

$
(0.03
)Fully diluted weighted average shares outstanding


52,985,409



44,455,400





See notes to consolidated financial statements


F-3
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND MARCH 31, 2008





Three Months EndedSeptember 30,2009


2008(unaudited)


(unaudited)Cash provided by (used in):Operating activities:Net income

$
(942,189
)

$
(1,265,114
)Adjustments to reconcile net loss to cash used by operating activitiesFair value of common stock issued for services


-



35,000Depreciation


119,939



116,416Changes in assets and liabilitiesInventories


-



257,248Accounts payable


764,917



549,308Accounts payable-related parties


-



(11,075
)Accrued liabilities


64,866



24,535Payroll liabilities


-



(68,267
)Net cash used by operating activities


7,533



(361,949
)Investing activities:Purchase of property and equipment


-



(47,230
)Net cash used by investing activities


-



(47,230
)Financing activities:Proceeds from sale of common stock, net


-



239,180Proceeds from Shareholder loans


-



130,000Net cash provided by financing activities


-



369,180Net increase/(decrease) in cash


7,533



(39,999
)Cash and cash equivalents at beginning of period


(1,063
)


80,541Cash and cash equivalents at end of period

$
6,470


$
40,542SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during year for interest

$
-


$
41,164Non-cash Transactions:Fair value of common stock options issued for services


-



35,000$
-


$
35,000





See notes to consolidated financial statements


F-4
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


FOR THE THREE MONTHS ENDED MARCH 31, 2009 (unaudited)





Common StockShares


Dollars at

Par ($.001)


Paid in Cap.

Dollars $


Accum

Deficit


Stockholders'

EquityBalances 12/31/08


52,985,409


$
52,985


$
2,335,934


$
(6,217,760
)

$
(3,828,841
)Gain (loss) for year














(942,189
)


(942,189
)Balances 03/31/2009


52,985,409


$
52,985


$
2,335,934


$
(7,159,949
)

$
(4,771,030
)





See notes to consolidated financial statements


F-5
 Index


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.


F-6
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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





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





ORGANIZATIONAL AND START-UP EXPENSES


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





USE OF ESTIMATES


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





CASH AND CASH EQUIVALENTS


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





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


F-7
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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.





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 31 December 2007.





Convertible Notes


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





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


F-8
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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.





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.


F-9
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES





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





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





BASIC AND DILUTED LOSS PER SHARE





The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities only basic loss per share is presented in the accompanying financial statements. At March 31, 2009, the Company had no outstanding options, warrants and stock purchase rights that could have a future dilutive effect on the calculation of earnings per share.





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





ASSET RETIREMENT OBLIGATIONS





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


F-10
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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 March 31, 2009 and December 31, 2008 the Company had no asset retirement obligations.





RECENT ACCOUNTING PRONOUNCEMENTS


On January 1, 2009, the Company adopted 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 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. On January 1, 2009, the company adopted guidance issued by the FASB on business combinations FAS141(R), 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 requires 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.





NOTE 2—PROPERTIES, PLANT AND EQUIPMENT


Our major components of properties, plants, equipment are:





March 31,


December 31,2009


2008Office equipment

$
11,127


$
11,127Lab equipment


30,494



30,494Mill equipment


1,488,482



1,488,482Mine - structural


359,782



359,782Mine equipment


508,891



508,8922,398,776



2,398,776Less: accumulated depreciation, depletion and amortization


1,272,436



1,152,497Net carrying value

$
1,126,340


$
1,246,279





Depreciation expense was $ 119,939 for the three months ended March 31, 2009.





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.


F-11
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3—ACCRUED EXPENSES AND ACCOUNTS PAYABLE





Accrued expenses and Accounts Payable are comprised of:





March 31,


December 31,2009


2008Accrued interest expense

$
485,281


$
420,415Accounts Payable


1,981,973



1,217,256Accounts Payable-related parties


222,613



222,613Total Accrued expenses and Accounts Payable

$
2,689,867


$
1,860,284





NOTE 4—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 March 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 5—CONVERTIBLE DEBENTURES





The Company had $525,000 of convertible debentures outstanding at March 31, 2009 and December 31, 2008. 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.


F-12
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 6—ACQUISITION OF SUBSIDIARY





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





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





NOTE 7—CAPITAL STOCK





Common Stock





As of March 31, 2009, the Company has 52,985,409 shares of its $0.001 par value common stock issued and outstanding.





Warrants


As of March 31, 2009 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 ValueOutstanding, December 31, 2008


1,916,667






-Granted


3,333,333






-Forfeited


-



-



-Exercised


-







-Outstanding, March 31, 2009


5,250,000


$
0.92


$
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 March 31, 2009. The value determined for these warrants at March 31, 2009 was $ $1,681,627.  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 March 31, 2009, the value of these warrants at March 31, 2009 is determined to be zero. The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.


F-13
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





As at March 31, 2009, the following share purchase warrants were outstanding:





Warrants Outstanding


Exercise Price

Expiration Date500,000


$
1.15

January 5, 2013250,000



1.15

January 5, 201341,667



0.60

February 27, 2010100,000



0.97

February 27, 201012,500



0.95

April 14, 201312,500



0.95

April 14, 2013833,333



1.00

September 4, 2010166,667



1.00

September 4, 20103,333,333



0.50

March 12, 20115,250,000





NOTE 8—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 March 31, 2009 the Company accrued rent and related expenses in the amount of $47,164 and had a payable balance accrued of $215,814 at March 31, 2009.


F-14
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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 $155,338 at March 31, 2009.





The company owed $69,683 to Ewald J. Dienhart for short term advances at March 31, 2009.





NOTE 9—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 10—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.


F-15
 Index


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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: “approximately426,135 ounces of combined Probable and Proven gold for the resources in Blocks A and Bonly,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 thesilver content was not converted to gold equivalency and added to the gold calculated above. In some places on the Basin Gulch prospect, the measured silver was well in excess of 10 opt.” (highlighted emphasis added herein).





NOTE 11–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
 Index


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-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.





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
 Index





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 March 31, 2009 and 2008





During the three-month period ended March 31, 2009 the Company incurred operating expenses of $877,310 and interest expenses of $64,879 as compared to operating expenses of $424,695 and interest expenses of $74,957 for the period ended March 31, 2008.  The Company's net loss during the three-month period ended March 31, 2009 was $942,189 as compared to a net loss of $1,265,114 during the three-month period ended March 31, 2008.





The decrease in loss from operations for the quarter ended March 31, 2009 as compared to the quarter ended March 31, 2008 is primarily attributable to reduction in mining activities on the Benton Mine due to restricted capital available to fund the business as a result of the weakness in capital markets.





Twelve-Month Business Outlook





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





Operating Expenses and Capital Expenditures





Operating Expenses





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


2
 Index


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





Source of Revenue





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





Operating Losses





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





Liquidity and Capital Resources





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





As of March 31, 2009, we had a cash balance of $6,470. We estimate that, based upon our current business, we will require up to $4,000,000 over the next two years.  However, the Company cannot properly anticipate the capital expenditures and working capital needed in connection with the operations. Due to difficulties in the capital markets as a result of the credit crisis that began with the liquidation of Bear Stearns, inc., the Company has taken steps to reduce its cash requirements, resulting in a furlough of the mining operations personnel, and a temporary halt to production in the Benton Mine.





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





Item 3.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 Annual Report on Form 10-KSB.


3
 Index


(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.








PARTII — OTHER INFORMATION





Item 1.  LegalProceedings





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 March 31, 2009, 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.





Item2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 3.Defaults Upon Senior Securities.





Not applicable.





Item4.  Submissionof Matters to a Vote of Securityholders.





None.





Item5.  Other Information





Not applicable


4
 Index


Item6.Exhibits.





Exhibit

Description of Exhibit31.1

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








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. HollisDaniel W. Hollis, Chief Executive OfficerBy:
/s/Daniel W. HollisDaniel W. Hollis, Chief Financial Officer





Date:Tuesday, June 8, 2010




5