UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


WASHINGTON, DC
20549








FORM
10-KSB





(Mark
One)





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







OR





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





For
the transition period from July 1, 2006to December 31,
2006.





Commission
file number: 000-30805





DUTCH GOLD
RESOURCES, INC.


(formerly
Small Town Radio, Inc.)


(Name of
Small Business Issuer in Its Charter)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            58-2550089
              (I.R.S.
      Employer
Identification Number)





3500
      Lenox Road Suite 1500, Atlanta, Georgia
              (Address
      of Principal Executive Offices)
            30326
              (Zip
      Code)





(404)
419-2440


(Issuer's
Telephone Number, Including Area Code)





Securities
registered under Section 12(b) of the Exchange Act:





None


(Title of
Class)





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, par value $0.001 per share


(Title of
Class)





Check
whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.





Yes
o   No
x





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. x




The
issuer's revenues for the most recent fiscal year were$0.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company as of March 25, 2007, was
$14,098,063.





The
number of shares outstanding of the issuer's stock, $0.001 par value per share,
as of December 31, 2006 was 256,144.





Transitional
Small Business Disclosure Format (check one):





Yes  o   No  x










1




TABLE
OF CONTENTS





PART
      IITEM 1.
            Description of Business
            3ITEM 2.
            Description of Properties
            7ITEM 3.
            Legal Proceedings
            7ITEM 4.
            Submission of Matters to a Vote of Security
      Holders
            7PART
      IIITEM 5.
            Market for the Company’s Common Equity and Related
      Stockholder Matters
            8ITEM 6.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operation
            9ITEM 7.
            Financial Statements
            12ITEM 8.
            Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
            12ITEM 8A.
            Controls and Procedures
            12ITEM 8B.
            Other
      Information.PART
      IIIITEM  9.
            Directors and Executive Officers of the
      Company
            13ITEM 10.
            Executive Compensation
            13ITEM 11.
            Security Ownership of Certain Beneficial Owners and
      Management
            14ITEM 12.
            Certain Relationships and Related
      Transactions
            16ITEM 13
            Principal Accounting Fees and Services
            16PART
      IVITEM 14.
            Exhibits, Financial Statement Schedules and Reports on Form
      8-K
            17SIGNATURES
            17CERTIFICATIONS




2
 Table of Contents





FORWARD-LOOKING
STATEMENTS





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





•our ability to successfully
implement our operating strategies;





•changes in the availability
of debt or equity capital and increases in borrowing costs or interest
rates;





•changes in regional and
national business and economic conditions, including the rate of
inflation;





•changing
demographics;





•changes in the laws and
government regulations applicable to us; and





•increased
competition.





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





PART I





Item 1. Description of Business.





HISTORY





The
Company was incorporated in Colorado on October 13, 1989 as Ogden, McDonald
& Company for the purpose of seeking out acquisitions of properties,
businesses, or merger candidates, without limitation as to the nature of the
business operations or geographic location of the acquisition candidate. On July
22, 1996, Ogden, McDonald & Company completed a transaction pursuant to
which the shareholders of Worldwide PetroMoly Corporation, a Texas corporation,
acquired approximately 90.6% of the shares outstanding in Ogden, McDonald &
Company, and Worldwide PetroMoly Corporation became a wholly owned subsidiary of
Ogden, McDonald & Company. On October 11, 1996, Ogden, McDonald &
Company changed its name to Worldwide PetroMoly, Inc. From July
22, 1996, until June 1, 2001, through Worldwide PetroMoly we engaged in the
business of manufacturing, marketing and distributing a line of
molybdenum-fortified lubricant products called PetroMolyTM, an engine oil
additive designed to enhance and maintain engines.





3
 Table of Contents





On June
1, 2001, we consummated a transaction in which Small Town Radio, Inc., a Georgia
corporation ("Small Town Georgia"), was merged into a subsidiary of our company
created for the purpose of this merger. Pursuant to this transaction, all of the
outstanding shares of Small Town Georgia were exchanged for shares of our common
stock. In connection with our acquisition of Small Town Georgia, on June 7,
2001 we sold all of the share capital of Worldwide PetroMoly to Mr. Gilbert
Gertner, our former Chairman of the Board.





On May
23, 2002, Small Town Georgia was renamed "Small Town Radio of Georgia" in
preparation for our reincorporation as a Nevada corporation. On May 28, 2002,
Worldwide PetroMoly, Inc. was merged with and into Small Town Radio, Inc.,
a newly created Nevada corporation, in are incorporation merger. Under our new
name, "Small Town Radio, Inc.," the focus of our business is now the
acquisition and operation of radio stations, generally located in small,
non-rated markets.





On May
18, 2003, Small Town Radio, Inc. (the “Company”) and its wholly owned
subsidiary, Small Town Radio of Georgia, Inc., filed voluntary petitions under
Chapter 11 of title 11, United States Code (the “Bankruptcy Code”) in the United
States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy
Court”) (Case Nos. 03-67044 and 03-67043, respectively). ).  The
Company remained as a debtor-in-possession. The United States Trustee filed a
Second Motion to Dismiss the case in March 2004.  Without objection
from the Company, the case was dismissed April 29, 2004.





Entry
into the Natural Resources Industry





Thereafter,
the Company subsequently refocused to become a natural resources company,
changing its name to Tombstone Western Resources, Inc. on May 1, 2006. On
December 7, 2006 the Company changed its name to Dutch Gold Resources,
Inc.





On
January 16, 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.








DESCRIPTION
OF BUSINESS





Overview





Our
business strategy is to seek additional financing to recapitalize the business
and become a natural resources company.





Letter
of Intent with Dutch Mining, LLC





On
October 22, 2006, the Company executed a Letter of Intent (“LOI”) with Dutch
Mining, LLC to acquire all of the operating assets of Dutch Mining in
consideration of 24,000,000 common shares.  The terms of the LOI were
subsequently amended to provide for the acquisition of all of the outstanding
capitalization of Dutch Mining as a wholly-owned subsidiary in a reverse merger
in exchange for 24,000,000 newly-issued shares of the Company’s common stock
(the “Exchange”).  The Company’s focus thereafter became to consummate
the terms of the Exchange with Dutch Mining, which occurred on January 26,
2007.





Operating
Strategy





Our
business strategy is to seek additional financing to recapitalize the business
and become a natural resources company. To achieve these goals, we intend
to:





•coordinate the search for
and the attainment of additional debt financing;





4
 Table of Contents





•coordinate the search for
and the attainment of additional investments from private
investors;


•maintain the operations of
the Company to facilitate the plan of becoming a natural resources
company;








Source
of Revenues





Unless
and until we consummate the proposed Exchange with Dutch Mining, LC, we do not
anticipate generating revenues in the next twelve months.  Even should
we be successful in consummating the Exchange, there can be no assurance that we
will ever produce revenues or achieve profitability.





Employees.





The
Company employed one person as of December 31, 2006.





Item
1A.  Risk Factors.





RISK
FACTORS





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





Our independent public accountants have
expressed doubt about our ability to continue as a going concern in their report
on our December 31, 2006 and June 30, 2006 financial statements. Our independent
public accountants have advised us that our continuance as a going concern is
dependent upon our ability to raise capital. There is no assurance that we will
be able to raise sufficient capital or generate sufficient cash from operations
to continue as a going concern.





Because
of our limited operations and the fact that we are currently generating no
revenue, we are unable to service our debt obligations.





We currently have approximately
$1,234,627 in debt pursuant to promissory notes issued by us and convertible
debentures. We are presently unable to meet our interest obligations in the
amount of $279,797 under these notes. We are also trying to secure additional
debt financing by borrowing money from a bank, but have not yet succeeded in
doing so. Our ability to satisfy our current debt service obligations, and any
additional obligations we might incur will depend upon our future financial and
operating performance, which, in turn, are subject to prevailing economic
conditions and financial, business, competitive, legislative and regulatory
factors, many of which are beyond our control. If our cash flow and capital
resources continue to be insufficient to fund our debt service obligations, we
may be forced to reduce or delay planned acquisitions, expansion and capital
expenditures, sell assets, obtain additional equity capital or restructure our
debt. We cannot assure you that our operating results, cash flow and capital
resources will be sufficient for payment of our debt service and other
obligations in the future.





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





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





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





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





5
 Table of Contents





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





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





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





·
            obtaining financial and
      investment information from the
investor;


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


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








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





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





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





It
is our policy not to pay dividends.





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





Existing
shareholders may face dilution from our financing efforts





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





6
 Table of Contents





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





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








Item 2. Description of Property.





We
currently lease approximately 160 square feet of space in Atlanta, Georgia for
our corporate office and operations on a month-to-month basis. Our monthly
rental charge for these offices is approximately $1,000 per month. We believe
that these offices generally are adequate for our current needs and our needs in
the immediate future.








Item 3. Legal Proceedings.





As of the
date of this Report, no legal proceedings have been threatened against or
settled by the Company.








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





None.





7
 Table of Contents





PART
II








Item 5. Market for Common Equity and Related Stockholder
Matters.





Market
Information and Holders





(a)
Market Information.





Quotations
for our common stock are reported on the NQSB Pink Sheets under the symbol
"DGRI." The following table sets forth the range of high and low bid information
for the periods indicated since July 1, 2004:





2004
            
            High
            
            
            LowFirst
      Quarter, Fiscal Year 2005 (July 1 to September 30)
            
            $
            0.50
            
            
            $
            0.50Second
      Quarter, Fiscal Year 2005 (October 1 to December 31)
            
            $
            0.50
            
            
            $
            0.50





2005Third
      Quarter, Fiscal Year 2005 (January 1 to March 31)
            
            $
            2.10
            
            
            $
            0.05Fourth
      Quarter, Fiscal Year 2005 (April 1 to June 30)
            
            $
            2.10
            
            
            $
            0.95First
      Quarter, Fiscal Year 2006 (July 1 to September 30)
            
            $
            0.95
            
            
            $
            0.95Second
      Quarter, Fiscal Year 2006 (October 1 to December 31)
            
            $
            0.95
            
            
            $
            0.70





2006Third
      Quarter, Fiscal Year 2006 (January 1 to March 31)
            
            $
            0.80
            
            
            $
            0.55Fourth
      Quarter, Fiscal Year 2006 (April 1 to June 30)
            
            $
            4.00
            
            
            $
            0.55





2007
            
            High
            
            
            LowFirst
      Quarter, Fiscal Year 2007 (July 1 to September 30)
            
            $
            2.00
            
            
            $
            0.90Second
      Quarter, Fiscal Year 2007 (October 1 to December 31)
            
            $
            2.10
            
            
            $
            0.90








High and
low quotation information was obtained from data provided by Morgan
Stanley & Co. Quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not reflect actual transactions and
give retroactive effect to the reverse split of the Company’s common stock on a
1 for 100 basis.





Since the
Company's shares began trading in the over-the-counter market on the OTCBB, the
prices for its shares have fluctuated widely. There may be many factors that may
explain these variations. The Company believes that such factors include (a) the
demand for its common stock, (b) the number of shares of the Company's common
stock available for sale, and (c) changes in the performance of the stock market
in general, among others.





In recent
years, the stock market has experienced extreme price and volume fluctuations
that have had a substantial effect on the market prices for many small and
emerging growth companies such as the Company, which may be unrelated to the
operating performances of the specific companies. Some companies that have
experienced volatility in the market place of their stock have been the objects
of securities class action litigation.  If the Company became the
object of securities class action litigation, it could result in substantial
costs and a diversion of its management’s attention and resources and have an
adverse effect on the Company's ability to implement its business plan. In
addition, holders of shares of the Company's common stock could suffer
substantial losses as a result of fluctuations and declines in the market price
of the Company's common stock.





The
trading of shares of the Company's common stock is subject to limitations set
forth in Rule 1 Sg-9 of the Securities Exchange Act. This rule imposes sales
practice requirements on broker-dealers who sell so-called “penny stocks” to
persons other than established customers, accredited investors or institutional
investors. For any transaction involving a penny stock, unless exempt, the rules
require that a broker or dealer: (i) approve a person's account for transactions
in penny stocks; and (ii) receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must: (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule relating to the penny stock market, which, in highlight
form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





8
 Table of Contents





(b) Holders





As of
December 31, 2006, we had 479 stockholders of record of our common
stock.





Dividend
Policy





We have
never declared or paid any cash dividends on our capital stock. We currently
plan to retain future earnings, if any, to finance the growth and development of
our business and do not anticipate paying any cash dividends in the foreseeable
future. We may incur indebtedness in the future which may prohibit or
effectively restrict the payment of dividends, although we have no current plans
to do so. Any future determination to pay cash dividends will be at the
discretion of our board of directors.





Recent
Sales of Unregistered Securities





During
the six months ended December 31, 2006, no securities of the Company which were
not registered under the Securities Act of 1933, as amended (the "Securities
Act") were sold by the Company except as follows:





During
the three month period ended 12/31/06 the Company sold $640,000 of convertible
debentures.





Subsequent
Events





On
January 16, 2007, the registrant consummated the terms of it Share Exchange
Agreement(the “Agreement”) with Dutch Mining, LLC. Whereby the Registrant issued
24,000,000 shares of its common stock, par value .001 per share to the Dutch
Mining equity holders and their designees in exchange for all of the issued and
outstanding equity interests of Dutch Mining, LLC. Following the Exchange, Dutch
Mining, LLC. Became a wholly-owned subsidiary of the Registrant.  In
conjunction with the consummation of the acquisition, certain officers and
shareholders exchanged their debt instruments in the public company for
shares.  Subsequently, 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. Mr. Dienhart, 73, most recently served as the
Managing Director of Dutch Mining and has served in that capacity since 1994.
Pursuant to the terms of the Agreement, Dr. William Debor, 62, was also elected
to serve as a member of the Registrant’s Board of Directors.





During
the six months ended December 31, 2006 the Registrant loaned $577,000 to Dutch
Mining in anticipation of the business combination. As of December 31, 2006 all
$577,000 has been reserved for by the Registrant.





Item 6. Management's Discussion and Analysis of Plan of
Operation.





The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to our results of operations and our
financial condition together with our consolidated subsidiaries. This discussion
and analysis should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Annual Report on
Form 10-KSB. Historical results and percentage relationships set forth in
the statement of operations, including trends which might appear, are not
necessarily indicative of future operations.





9
 Table of Contents





GOING
CONCERN





In
connection with their audit report on our consolidated financial statements as
of December 31, 2006, Ronald Chadwick, PC, our independent certified public
accountants, expressed substantial doubt about our ability to continue as a
going concern because such continuance is dependent upon our ability to raise
capital.





We have
explored, and continue to explore, all avenues possible to raise the funds
required. We have minimal revenue-producing activity. We also need capital to
fund overhead and administrative costs as well as transaction expenses. At
December 31, 2006, accounts payable to vendors totaled $25,951. At December 31,
2006, our current monthly cash requirement was approximately $35,000 per month.
We have met our operating costs to date through loans from our shareholders;
however, there can be no assurance that our shareholders will be able or willing
to make additional loans to us in the future to fund continued operations. We
estimate that the minimum level of funding that we will require to meet our
operating requirements through December 31, 2007 is approximately
$400,000.





Ultimately,
we must achieve profitable operations if we are to be a viable entity. We intend
to purchase existing operations that are currently operating at breakeven or are
individually profitable. Although we believe that there is a reasonable basis to
believe that we will successfully raise the needed funds, we cannot assure you
that we will be able to raise sufficient capital to sustain operations or that
we will be able to achieve, or maintain, a level of profitability sufficient to
meet the operating expenses of the corporate office.





Cash
Flow





We have a
working capital deficit of $2,578,954 at December 31, 2006 compared to a deficit
of $1,783,715 at June 30, 2006. This increase in working capital deficit
resulted from the write off of certain debts during the current six month
period.





For the
six months ended December 31, 2006, operations used $66,383 of cash. Financing
activities provided $637,992 during the period and consisted mainly of
convertible debentures. We expect to continue to have operating cash flow
deficiencies for the near term, and for 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 virtually no
assets, the availability of funds from traditional sources of debt will be
limited, and will almost certainly involve pledges of assets or guarantees by
officers, directors and stockholders. Stockholders and directors have advanced
funds to us in the past, but we cannot assure you that they will be a source of
funds in the future.





As of
December 31, 2006, we had minimal cash. We estimate that, based upon our current
business plan for becoming a natural resources company, we will require up to
$800,000 over the next two years. The estimated funding required for the first
year of our business plan is $400,000.  However, the Company cannot
properly anticipate the capital expenditures and working capital needed in
connection with the pending acquisition of Dutch Mining, LLC. We believe that
the funding generated by shareholder loans, convertible debentures and equity
sales will be sufficient to fund cash requirements for the next year of
operations.







Our
independent certified public accountants stated in their report dated October
25, 2007 for the fiscal year ending June 30 2006, 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.





10
 Table of Contents





Operations
Outlook





The
Company has little operations at December 31, 2006.  We do not
currently have funds sufficient to carry out any of our operations, or to
execute our plan of operations following consummation of the Exchange with Dutch
Mining without raising additional capital.  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. However, we do not have any financing arranged and we cannot
provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock to fund our plan of
operations.  If we are unable to achieve the necessary additional
financing, then we plan to reduce the amounts that we spend on our exploration
activities and administrative expenses in order to be within the amount of
capital resources that are available to us.








RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2006 AND THE YEAR ENDED JUNE
30, 2006





The
operating loss for the six months ended December 31, 2006 was $740,383, an
increase of $329,884 over the year ended June 30, 2006. Revenue for the six
months ended December 31, 2006 was $0, the same as the year ended June 30, 2006.
Interest expense and financing costs for the six months December 31, 2006 were
$66,351, consistent with the prior year. The total loss for the six months ended
December 31, 2006 was $806,734. The income in 2006 included an impairment charge
for loans to Dutch Mining, LLC of $577,000.





The
operating loss for the year ended June 30, 2006 was $410,499, an increase of
$64,598 over the year ended June 30, 2005. Revenue for the year ended June 30,
2006 was $0, the same as the year ended June 30, 2005. Interest expense and
financing costs for the year ended June 30, 2006 were $64,242, consistent with
the prior year. The total income for the year ended Jun3 30, 2006 was $421,625.
The income in 2005 included a gain on debt relief of $834,766.





Off-Balance
Sheet Arrangements





The
Company was not involved in any significant off-balance sheet arrangement during
the period ended December 31, 2006.





11
 Table of Contents





Item 7. Financial Statements.





The
consolidated financial statements of the Company, together with the reports
thereon of Ronald Chadwick PC, independent accountants, are set forth on the
pages of this Annual Report on Form 10-KSB indicated below.





PageReport
      of Independent Accountants
            F-2Dutch
      Gold Resources, Inc.. Consolidated Financial StatementsConsolidated
      Balance Sheets at December 31, 2006 and June 30, 2006
            F-3Consolidated
      Statements of Operations for the six months ended December 31, 2006 and
      the year ended June 30, 2006Consolidated
      Statements of Cash Flows for the six months ended December 31, 2006 and
      the year ended June 30, 2006
            F-5Consolidated
      Statements of Stockholders Equity for the six months ended December 31,
      2006 and the year ended June 30, 2006
            F-6Notes
      to Consolidated Financial Statements
            F-7








This Form
10-KSB contains certain forward-looking statements regarding, among other
things, the anticipated financial and operating results of the Company.
Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We do not undertake any
obligation to publicly release any modifications or revisions to these
forward-looking statements to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events. In
connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, we caution investors that future financial and
operating results may differ materially from those projected in forward-looking
statements made by, or on behalf of, us. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance, or achievements to be materially different form any
future results, performance, or achievements expressed or implied by s uch
forward-looking statements.








Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.





None





Item 8A.  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. Based on this evaluation, our Chief Executive and Financial Officer
concluded that an inherent weakness present in the preparation of financial
statements for the year ended June 30, 2006 resulted in a restatement of the
financial statements for that period to reflect the previously unreported
issuance of 120,000 common share to officers. The Company believes it has
developed sufficient controls to resolve this weakness in its
entirety.




(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.





12
 Table of Contents





PART III





Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.





DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS





The following table sets forth: (1)
names and ages of all persons who presently are and who have been selected as
directors of the Registrant; (2) all positions and offices with the Registrant
held by each such person; (3) the term or office of each person named as a
director; and 4) any period during which he or she has served a
such:





Name
            
            Age
            
            TitleDaniel
      W. Hollis
            
            55
            
            Chairman
      of the Board and Chief Executive OfficerLance
      J. Rosmarin
            
            44
            
            Director







Daniel W. Hollis,55,Chairman of the Board and Chief
Executive Officer. Mr. Hollis has served as our Chairman and Chief
Executive Officer since February 11, 2002. Mr. Hollis is an experienced
entrepreneur who combines both operational experience and financial acumen. He
has been a Registered Principal of an NASD brokerage, and participated in both
private and public financings. He has led numerous start-ups, primarily in
healthcare and technology. In addition to his role at the Company and since
2001. Mr. Hollis serves as Chairman of Segue Solutions, LLC, a privately held
technology company. Prior thereto and from 1997, he served as consultant to
numerous privately held companies through Bagswell Capital, LLC, a privately
held management consultancy. From 1995 to 1999, Mr. Hollis was Chairman and CEO
of Alignis, Inc., a privately held, venture capital-funded, specialty managed
healthcare company.








Lance J. Rosmarin,44, Director. Mr. Rosmarin has
been a member of our Board of Directors since June 1, 2001. From 1993 to
June 1, 2001, he was Secretary, Treasurer and a Director of Worldwide
PetroMoly Corporation, which became our operating subsidiary in July 1996.
Following our acquisition of Worldwide PetroMoly, Mr. Rosmarin served as our
Chief Financial and Accounting Officer from July 1996 to June 1, 2001, and as
our President from January 1998 to June 1, 2001. From 1993 to 1996, in addition
to his position with Worldwide PetroMoly, he served as Vice President and
Secretary and was a Director of Citadel Computer Systems, Inc., as well as
serving as an officer and director of several private companies. From 1990
to1993, Mr. Rosmarin was employed by Gertner, Aron, Ledet and Lewis
Investments.





Directors
are elected to serve one year terms and until their earlier resignation or
removal.








Item 10. Executive Compensation.







SUMMARY
COMPENSATION TABLE





The table
below shows the annual, long-term and other compensation for services in all
capacities to the Company and its subsidiaries paid during the six months ended
December 31, 2006 to the Chief Executive Officer and the other four most highly
compensated executive officers of the Company during the six months ended
December 31, 2006 (our "named
executive officers"):





13
 Table of Contents




Annual
      Compensation
            Long Term CompensationName
      and Position
            Year
            
            Salary
      ($)
            
            Bonus
      ($)
            Other
      Annual
              Compensation
      ($)
            Restricted
              Stock
              Awards($)
            Securities
              Underlying
              Options/SARS
      (#)
            All
      Other
              Compensation
      ($)Daniel W.
      Hollis
            2006
            
            $
            −
            
            −
            −
            −
            30,000
            −Chairman
      and Chief
            2005
            
            
            −
            
            −
            −
            −
            −
            −Executive
      Officer(1)Lance J.
      Rosmarin
            2006
            
            
            −
            
            −
            −
            −
            30,000
            −2005
            
            −
            
            −
            −
            −
            −
            −





(1)Mr. Hollis became
our Chairman and Chief Executive Officer on February 11, 2002, pursuant to a
consulting agreement.








OPTION/SAR
GRANTS IN LAST FISCAL YEAR





The table
below shows the number of options to purchase shares of our common stock that
were granted to each of our named executive officers during the six months ended
December 31, 2006:





Name
            
            Number
      of
              Securities
              Underlying
              Options/SARs
              Granted(#)
            
            
            Percent
      of Total Options/SARs
              Granted
      to
              Employees
      in Fiscal
              Year
            
            
            Exercise
      or Base
              Price
      ($/share)
            Expiration
              DateDaniel
      W. Hollis
            
            
            −
            
            
            
            −
            
            
            
            −








AGGREGATED
OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR
VALUES





The table
below shows the number of stock options held at the end of or exercised during
fiscal 2006 for each of our named executive officers:





Number of Securities
              Underlying Unexercised
              Options/SARs at Fiscal Year-
              End (#)
            
            Value of Unexercised In-
              The-Money Options/SARs at
              Fiscal Year-End ($)(1)Name
            Shares
      Acquired on Exercise (#)
            Value
      Realized
            
            
            Exercisable
            
            
            Unexercisable
            
            Exercisable
            
            
            
            
            Unexercisable−
            
            
            
            463
            
            
            
            −
            
            
            
            $
            463
            
            
            
            −








(1)Based on $1.00 per share,
the closing price of our common stock as quoted on the Over-the-Counter Bulletin
Board on December 31, 2006.








Item 11. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.








The table
below shows the amount of common stock of the Company beneficially owned as of
March 25, 2007 by each of the following:





14
 Table of Contents





1.Each of our directors and
named executive officers (the "named executive officers" are described in the
Summary Compensation Table set forth on page 22 of this Annual Report on
Form 10-KSB);





2.Each person whom we
believe beneficially owns more than 5% of our outstanding voting stock;
and





3.All executive officers and
directors as a group.





In
accordance with the rules of the Securities and Exchange Commission, beneficial
ownership as disclosed in the table below includes shares currently owned as
well as shares which the named person has the right to acquire beneficial
ownership of within 60 days, through the exercise of options, warrants or other
rights. Except as otherwise indicated, each stockholder listed below has sole
voting and investment power as to the shares owned by that person.





Name
      and Address(1)
            
            Amount
      and Nature of
              Beneficial
      Ownership(2)
            
            
            Percentage
      of
              Class(3)Daniel W.
      Hollis (4)
            
            
            76,469
            
            
            
            29.9
            %Lance
      Rosmarin (5)
            
            
            63,167
            
            
            
            24.7
            %Wayne
      Shortridge (6)
              600
      Peachtree Street, NE, Suite 2400
              Atlanta,
      GA 30308-2222
            
            
            13,636
            
            
            
            8.2
            %All
      directors and executive officers as a
group(3 persons)
            
            
            139,636
            
            
            
            54.51
            %





(1)If no address is given,
the named individual is an executive officer or director of Small Town Radio,
Inc., whose business address is 3500 Lenox Road Suite 1500, Atlanta, Georgia
30026.





(2)Shares of common stock
that a person has the right to acquire within 60 days of December 31, 2006 are
deemed outstanding for computing the percentage ownership of the person having
the right to acquire such shares, but are not deemed outstanding for computing
the percentage ownership of any other person.





(3)As of December 31, 2006,
there were 256,144 shares of common stock issued and outstanding.





(4)Includes the following
numbers of shares of common stock that may be acquired within 60 days of
December 31, 2006 through the exercise of stock options: all directors and
executive officers as a group, 463 shares.





(5)Mr. Rosmarin's beneficial
ownership consists of 62,056 shares of common stock held by Mr. Rosmarin
directly and 1,111 shares held by a trust of which Mr. Rosmarin is the sole
trustee.





(6)Mr. Shortridge's
beneficial ownership consists of 13,056 shares of common stock held by Bolling
Investments, LLC, an entity of which Mr. Shortridge is the sole owner, and 582
shares of common stock issuable upon exercise of warrants issued to Mr.
Shortridge in fiscal year 2002 in conjunction with the issuance of a note by the
Company in the amount of $216,000.





15
 Table of Contents





Equity
Compensation Plan Information





The following table provides certain
information about our equity compensation plans:


Category
            Number of securities
              to be issued upon
              exercise of
              outstanding options,
              warrants and rights
            
            Weighted-
              average
              exercise price
              of outstanding
              options, warrants and rights
            
            Number of
              securities
              remaining
              available
              forfeiture issuance under equity compensation plansEquity
      compensation plans approved by stockholders
            -
            
            
            -
            
            -Equity
      compensation plans not approved by stockholders
            462
            
            $
            0.005
            
            10,649Total
            432
            
            $
            0.005
            
            10,649








Item 12. Certain Relationships and Related
Transactions.





Notes Payable to Bolling
Investments, LLC.In 2001, Bolling Investments, LLC, one of
our founding stockholders, has made two separate loans to Small Town Radio, Inc.
in a total principal amount equal to $17,500. The loans are evidenced by demand
notes and bear interest at 12% per annum. We believe that the terms of these
loans are at least as favorable to us as any loan we could obtain through
arms-length bargaining with an unrelated party.





Note Payable to Wayne
Shortridge.Wayne Shortridge, the only member of our
stockholder Bolling Investments, LLC, loaned us $216,000 to acquire the assets
of WDGR AM. Mr. Shortridge purchased our promissory note in the stated principal
amount of $216,000 pursuant to a Note Purchase Agreement dated as of June 17,
2002. The Note is secured by the assets of WDGR AM pursuant to a Security
Agreement dated as of June 17, 2002.Pursuant to the Note Purchase Agreement, we
also issued Mr. Shortridge a warrant to purchase 58,245 shares of our common
stock at a price of $2.82 per share. Without this loan we could not have
acquired WDGR AM, and we believe the terms of the loan are at least as favorable
to us as any terms we could have obtained through arms-length bargaining with an
unrelated party.





Note Payable to Wayne
Shortridge.Wayne Shortridge, the only member of our
stockholder Bolling Investments, LLC, one of our founding stockholders, made
several additional loans in 2003 to Small Town Radio, Inc. in a total principal
amount equal to $102,300. The loans are evidenced by demand notes and bear
interest at 12% per annum. We believe that the terms of these loans are at least
as favorable to us as any loan we could obtain through arms-length bargaining
with an unrelated party.








Item 13. Exhibits, List and Reports on Form 8-K.





(a) Exhibits. Exhibits
required by Item 601 of Regulation S-B are incorporated herein by reference and
are listed on the attached Exhibit Index, which begins on page X-1 of this
Annual Report on Form 10-KSB.








(b) Reports on Form 8-K.
During the six months ended December 31, 2006, the Company filed the following
Current Reports on Form 8-K:





None.





16
 Table of Contents





Item 14. Principal Accountant Fees and Services





The
following table shows the fees paid or accrued by the Company for the audit and
other services provided by Ronald Chadwick, P.C. for the six months ended
December 31, 2006 and fiscal 2006.





Six
      Months
            
            
            Fiscal
      2006Audit
      fees (1)
            
            $
            ---
            
            
            $
            ---Audit-related
      fees
            
            $
            1,000
            
            
            $
            1,500Tax
      fees (2)
            
            $
            
            
            
            $All
      other fees
            
            $
            750
            
            
            $
            500





(1) 
Audit fees represent fees for professional services provided in connection with
the audit of our financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or
regulatory filings.





(2) 
For the six months ended December 31, 2006 and fiscal 2006, respectively, tax
fees principally included tax compliance fees of $0 and $0.





All audit
related services, tax services and other services are and were pre-approved by
the Company’s Board of Directors, which concluded that the provision of such
services by Ronald Chadwick, P.C., was compatible with the maintenance of that
firm’s independence in the conduct of its auditing functions.








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:
February 25, 2008





17
 Table of Contents




DUTCH
GOLD RESOURCES, INC.


(Formerly
SMALL TOWN RADIO, INC.)








FINANCIAL
STATEMENTS


As
of December 31, 2006 and June 30, 2006


and
for the six months and year then ended








with








REPORT
OF INDEPENDENT ACCOUNTANT





F-1
 Table of Contents





RONALD R.
CHADWICK, P.C.
 Certified
Public Accountant
 2851
South Parker Road, Suite 720
 Aurora,
Colorado  80014
 Telephone
(303)306-1967
 Fax
(303)306-1944
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 Dutch
Gold Resources, Inc.
 Atlanta,
Georgia
 
 I have
audited the accompanying consolidated balance sheets of Dutch Gold Resources,
Inc. (formerly Small Town Radio, Inc.) as of December 31, 2006 and June 30,
2006, and the related consolidated statements of operations, stockholders'
deficit and cash flows for the six months and year then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
 
 I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.
 
 In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dutch Gold
Resources, Inc. as of December 31, 2006 and June 30, 2006, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the six months and year then ended in conformity with accounting principles
generally accepted in the United States of America.
 
 As
discussed in Note 6 to the financial statements, the Company did not adjust its
financial statements for fiscal year end June 30, 3006 to account for a 1 for
100 reverse common stock split in May  2006, and did not record
$60,000 in common stock issuances during the year. Accordingly, the financial
statements for the year ended June 30, 2006 have been restated.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 4 to the
financial statements the Company has suffered losses from operations and has a
working capital deficit that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 Aurora,
      Colorado
              
              Ronald
      R. Chadwick, P.C.February
      14, 2008
              
              RONALD
      R. CHADWICK, P.C.




F-2
 Table of Contents





DUTCH
GOLD RESOURCES, INC.


(Formerly
Small Town Radio, Inc.)


CONSOLIDATED
BALANCE SHEET


As
of DECEMBER 31, 2006 and JUNE 30, 2006








December
      31, 2006
            
            
            June
      30, 2006
              (As
      Restated)AssetsCurrent
      AssetsCash
            
            $
            306
            
            
            $
            5,697Total
      current assets
            
            
            306
            
            
            
            5,697TOTAL
      ASSETS
            
            $
            306
            
            
            $
            5,697Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesNotes
      payable-stockholders
            
            $
            1,234,627
            
            
            $
            594,627Accounts
      payable
            
            
            25,951
            
            
            
            41,451Accounts
      payable-related party
            
            
            1,012,500
            
            
            
            900,000Accrued
      interest
            
            
            279,797
            
            
            
            213,446Loans
      from shareholders
            
            
            37,880
            
            
            
            39,888Total
      current liabilities
            
            
            2,590,755
            
            
            
            1,789,412Stockholder's
      DeficitPreferred
      stock, $.001 par value 10,000,000 authorized, no share issued and
      outstanding at December 31, 2006 and June 30, 2006
            
            
            -
            
            
            
            -Common
      stock, $.001 par value 500,000,000 authorized, 256,144 issued and
      outstanding at December 31 2006 and June 30, 2006
            
            
            256
            
            
            
            256Additional
      paid-in-capital
            
            
            1,892,667
            
            
            
            1,892,667Accumulated
      deficit
            
            
            4,483,372
            
            
            
            (3,676,638
            )Total
      stockholder's deficit
            
            
            2,590,449
            
            
            
            (1,783,715
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            306
            
            
            $
            5,697








See
notes to consolidated financial statements





F-3
 Table of Contents





DUTCH
GOLD RESOURCES, INC.


(Formerly
Small Town Radio, Inc.)


CONSOLIDATED
STATEMENT OF OPERATIONS


FOR
THE SIX MONTHS ENDED DECEMBER 31, 2006 AND THE YEAR ENDED JUNE 30,
2006








December
      31, 2006
            
            
            June
      30, 2006
              (As
      Restated)Net
      Sales
            
            $
            -
            
            
            $
            -Operational
      ExpensesOrganizational,
      selling, general and administrative expenses
            
            
            6,862
            
            
            
            5,157Professional
      fees
            
            
            26,171
            
            
            
            49,102Impairment
            
            
            577,000
            
            
            
            -Write
      off expense
            
            
            -
            
            
            
            56,000Rent
      and repairs and maintenance
            
            
            17,850
            
            
            
            15,240Salaries,
      wages and benefits
            
            
            112,500
            
            
            
            285,000740,383
            
            
            
            410,499Operating
      loss
            
            
            (740,383
            )
            
            
            (410,499
            )Other
      income (expense)Interest
      expense
            
            
            (66,351
            )
            
            
            (64,242
            )Gain
      from previous write-off
            
            
            -
            
            
            
            61,600Gain
      on debt relief
            
            
            -
            
            
            
            834,766Income
      before income taxes
            
            
            (806,734
            )
            
            
            421,625Income
      tax provision
            
            
            -
            
            
            
            -Net
      income
            
            
            (806,734
            )
            
            
            421,625Basic
      earnings per share
            
            $
            (3.15
            )
            
            $
            1.65Weighted
      average shares outstanding
            
            
            256,144
            
            
            
            256,144Fully
      diluted earnings per share
            
            $
            (3.14
            )
            
            $
            1.64Fully
      diluted weighted average shares outstanding
            
            
            256,802
            
            
            
            256,802








See
notes to consolidated financial statements





F-4
 Table of Contents





DUTCH
GOLD RESOURCES, INC.


(Formerly
Small Town Radio, Inc.)


CONSOLIDATED
STATEMENT OF CASH FLOWS


FOR
THE SIX MONTHS ENDED DECEMBER 31, 2006 AND THE YEAR ENDED JUNE 30,
2006








December
      31, 2006
              
              
              June
      30, 2006
                (As
      Restated)Operating
      ActivitiesNet
      income (loss)
              
              $
              (806,734
              )
              
              $
              421,625Adjustments
      to reconcile net loss to cash used by operating activitiesImpairment
              
              
              577,000
              
              
              
              -Gain
      on debt relief
              
              
              -
              
              
              
              (834,766
              )Stock
      Compensation
              
              
              -
              
              
              
              60,000Changes
      in assets and liabilitiesAccounts
      receivable
              
              
              -
              
              
              
              -Accounts
      payable
              
              
              (15,500
              )
              
              
              -Accounts
      payable-related party
              
              
              112,500
              
              
              
              225,000Accrued
      interest
              
              
              66,351
              
              
              
              41,585Accrued
      expenses
              
              
              -
              
              
              
              -Net
      cash from activities
              
              
              (66,383
              )
              
              
              (86,556
              )Investing
      activitiesLoans
      to Dutch Mining
              
              
              (577,000
              )
              
              
              -Net
      cash used by investing activities
              
              
              (577,000
              )
              
              
              -Financing
      activitiesIncrease/(Decrease)
      in notes payable-stockholders
              
              
              640,000
              
              
              
              (57,127
              )Loans
      from shareholders
              
              
              (2,008
              )
              
              
              (34,683
              )Stockholder
      contributions
              
              
              -
              
              
              
              -Net
      cash from financing activities
              
              
              637,992
              
              
              
              (91,810
              )Net
      (decrease)increase in cash
              
              
              (5,391
              )
              
              
              5,254Cash,
      beginning of period
              
              
              5,697
              
              
              
              443Cash,
      end of period
              
              $
              306
              
              
              $
              5,697Non
      cash investing and financing activities
              
              $
              -
              
              
              $
              -Cash
      paid for interest
              
              $
              -
              
              
              $
              22,127Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -








See
notes to consolidated financial statements




F-5
 Table of Contents




DUTCH
      GOLD RESOURCES, INC(Formerly
      Small Town Radio, Inc.)CONSOLIDATED
      STATEMENT OF STOCKHOLDER'S EQUITYFOR
      THE SIX MONTHS ENDED DECEMBER 31, 2006 AND THE YEAR ENDED JUNE 30,
      2006Common StockDollars
      at
            
            
            Paid
      in Cap.
            
            
            Accum
            
            
            Stockholders'Shares
            
            
            Par ($.001) (1)
            
            
            Dollars $
            
            
            Deficit
            
            
            EquityBalances
      6/30/05 (As Restated)
            
            
            136,144
            
            
            $
            136
            
            
            $
            1,832,787
            
            
            $
            (4,098,263
            )
            
            $
            (2,265,340
            )Stock
      Grant
            
            
            120,000
            
            
            
            120
            
            
            
            59,880
            
            
            
            
            
            
            
            -Gain
      (loss) for year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            421,625
            
            
            
            421,625Balances
      6/30/06 (As Restated)
            
            
            256,144
            
            
            $
            256
            
            
            $
            1,892,667
            
            
            $
            (3,676,638
            )
            
            $
            (1,783,715
            )Gain
      (loss) for six months
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (806,734
            )
            
            
            (806,734
            )Balances
      12/31/2006
            
            
            256,144
            
            
            $
            256
            
            
            $
            1,892,667
            
            
            $
            (4,483,372
            )
            
            $
            (2,590,449
            )








(1) – As
restated for a 1 for 100 reverse stock split in May 2006.








See
notes to consolidated financial statements





F-6
 Table of Contents





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





Small
Town Radio, Inc., a Nevada Corporation, ("the Company") decided to
exit the radio business.  Since leaving the radio business the Company
refocused to become a natural resources company, changing its name to Tombstone
Western Resources, Inc. on May 1, 2006. On December 7, 2007 the Company changed
its name to Dutch Gold Resources, Inc. in anticipation of its’ acquisition of
Dutch Mining, LLC which occurred January 7, 2007.





PRINCIPLES
OF CONSOLIDATION





The
consolidated financial statements include the operations of Dutch Gold
Resources, Inc. and its wholly owned subsidiary. All intercompany accounts and
transactions have been eliminated.





EARNINGS
PER SHARE





Earnings
per share have been computed based upon the weighted-average common shares
outstanding during each year. Diluted earnings per share have not been presented
due to the Company incurring a loss from continuing operations.





USE
OF ESTIMATES





The
preparation of financial statements in conformity with generally accepted
accounting principles 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 consolidated financials
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.





CASH
AND CASH EQUIVALENTS





The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.







ACCOUNTS
RECEIVABLE





The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At December 31, 2006 and June 30, 2006 the Company had no
balance in its allowance for doubtful accounts.







REVENUE
RECOGNITION





Revenue
is recognized on an accrual basis as earned under contract terms.





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





F-7
 Table of Contents





DUTCH
GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





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.







FINANCIAL
INSTRUMENTS





The
carrying value of the Company’s financial instruments, as reported in the
accompanying financial statements, approximates fair value.





FISCAL
YEAR





The
Company employed a fiscal year ending June 30, through June 30,
2006.  On September 14, 2007, in accordance with the Registrant's
By-Laws, the Registrant's Board of Directors resolved that the Registrant's
fiscal year be changed to end on December 31.








STOCK
BASED COMPENSATION





The
Company accounts for employee and non-employee stock awards under SFAS 123(r),
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.





RECENT
ACCOUNTING PRONOUNCEMENTS





In March
2005, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS
123(r) requires that the cost resulting from all share-based payment
transactions be recognized in the consolidated financial statements. The Company
has adopted the provisions of SFAS No. 123(r) which are effective in general for
transactions entered into or modified after June 15, 2005. The adoption did not
have a material effect on the results of operations of the Company.





In May
2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
“Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and
reporting of a change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 requires retrospective
application to prior periods’ consolidated financial statements of changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The Company has
adopted the provisions of SFAS No. 154, which are effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. The adoption did not have a material effect on the results of
operations of the Company. In February 2006, the FASB issued SFAS No. 155
“Accounting for Certain Hybrid Financial Instruments – an amendment of FASB
Statements No. 133 and 140”, to simplify and make more consistent the accounting
for certain financial instruments. The Company has adopted the provisions of
SFAS No. 155, which are effective in general for financial instruments acquired
or issued in fiscal years beginning after September 15, 2006. The adoption did
not have a material effect on the results of operations of the
Company.




In March
2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially





F-8
 Table of Contents





DUTCH
GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




measured
at fair value, if practicable, and permits for subsequent measurement using
either fair value measurement with changes in fair value reflected in earnings
or the amortization and impairment requirements of Statement No. 140. The
Company has adopted the provisions of SFAS No. 156, which are effective in
general for an entity's fiscal year beginning after September 15, 2006. The
adoption did not have a material effect on the results of operations of the
Company.





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





NOTE 2—INCOME
TAX





A
reconciliation of tax at the combined federal and state income tax rates and
actual tax expense is provided below:




December
      31,
              2006
            
            
            June
      30,
              2006Federal
      and state income tax at the applicable rates
            
            $
            (806,734
            )
            
            
            421,625Change
      in valuation allowance
            
            
            806,734
            
            
            
            (421,625
            )Actual
      tax expense
            
            
            —
            
            
            
            —





The
components of the deferred tax asset are as follows:




December
      31,
                  2006
                
                
                June
      30,
                  2006Net
      operating losses and start-up costs
                
                $
                1,963,548
                
                
                
                1,096,814Valuation
      allowance
                
                
                (1,963,548
                )
                
                
                (1,096,814
                )Net
      deferred tax asset
                
                
                —
                
                
                
                —








The
valuation allowance at December 31, 2006 is $1,963,548 and was increased by
$806,734 during the six months. The valuation allowance at June 30, 2006
was $1,156,814. During the current year, the increase in the valuation allowance
was due to additional losses incurred by the Company. We consider the valuation
allowance necessary and appropriate in light of the Company's history of
recurring losses.








NOTE 3—RELATED
PARTY TRANSACTIONS





The
Company had convertible debentures outstanding of $640,000 at December 31, 2006.
The notes are payable upon demand, carry a one year term, are convertible to
common stock at a price of $0.50 per share and bear interest
at  8%.





The
Company had outstanding notes payable to certain stockholders of $594,627 at
December 31, 2006. These notes are unsecured, save for a $35,327 note secured by
all assets. The notes are payable upon demand, and bear interest at rates
primarily from 8% to 12% with late penalties.





In
connection with the issuance of a note payable to a stockholder in the amount of
$216,000 on June 17, 2002, the





Company
issued the stockholder a warrant to purchase 58,245 shares of the Company's
common stock at a price per share of $2.82. The warrant expires on June 17,
2012.





F-9
 Table of Contents





DUTCH
GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





On March
1, 2006, the Company’s Board of Directors authorized the issuance of 6,000,000
shares of common stock each to Daniel W. Hollis and Lance Rosmarin for
previously uncompensated service as directors to the Company.  The
Company valued each issuance at $30,000.  On April 27, 2006, the
Company’s Board of Directors and a majority of its shareholders approved a 1 for
100 reverse stock split of all issued and outstanding stock, As a result, the
issued and outstanding shares decreased from 25,614,400 prior to the reverse
stock split to 256,144 shares subsequent to the reverse stock split. All
references to share and per share data in the accompanying audited consolidated
financial statements and related notes have been adjusted retroactively to
reflect the reverse stock split.








NOTE 4—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 5—COMMITMENTS
AND CONTINGENCIES





The
Company leases office space in Atlanta Georgia under a six month lease
expiring in April 2007 at approximately $1,000 per month.





Future
minimum lease payments under this lease are as follows:





For  2007-$4,000
in total.





Rent
expense for the six months ended December 31, 2006 was 17,850. Rent expense for
the period ended June 30, 2006 was $15,420.





The
Company has several notes that have a conversion feature. The notes are as
follows:





$10,000
at 4.75% per annum, convertible into common stock at $0.36 per
share.


$50,000
at 8% per annum, convertible into common stock at $0.50 per share.


$20,000
at 8% per annum, convertible into common stock at $0.50 per share.





In 2006
the Company issued convertible debentures to several parties that totaled
$640,000. These debentures are convertible at $0.50 per share.





The
Company in 2006 recorded gain on debt relief of $834,766 owing to the Company’s
interpretation of pertinent State of Georgia statutes of limitation. Although
the Company believes its interpretation to be correct, any successfully
re-asserted claims by creditors would result in an expense and liability to the
Company in the amount of the claim.








NOTE
6 - RESTATEMENT





The
Company on December 31, 2006 restated its June 30, 2006 financial statements, to
show the effect of a 1 for 100 reverse stock split and a 120,000 share common
stock issuance not originally reported. The restatement resulted in an increase
of expenses for the period ended June 30, 2006 of $60,000. The effect of these
changes on certain financial statement categories are as follows:





F-10
 Table of Contents





DUTCH
GOLD RESOURCES, INC. (formerly SMALL TOWN RADIO, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Prior
      to
            
            
            Adjustment
            
            
            AfterJune
      30, 2006
            
            Adjustment
            
            
            Amount
            
            
            AdjustmentCommon
      Stock
            
            $
            13,109
            
            
            $
            (12,853)
            
            
            $
            256Additional
      paid in capital
            
            $
            1,819,814
            
            
            $
            72,853
            
            
            $
            1,892,667Accumulated
      deficit
            
            $
            (3,616,638)
            
            
            $
            (60,000)
            
            
            $
            (3,676,638)Salaries,
      wages and benefits
            
            $
            225,000
            
            
            $
            60,000
            
            
            $
            285,000Net
      income (loss)
            
            $
            481,625
            
            
            $
            60,000
            
            
            $
            421,625








Note
7 - SUBSEQUENT EVENT





On
January 16, 2007, the registrant consummated the terms of it Share Exchange
Agreement(the “Agreement”) with Dutch Mining, LLC. Whereby the Registrant issued
24,000,000 shares of its common stock, par value .001 per share to the Dutch
Mining equity holders and their designees in exchange for all of the issued and
outstanding equity interests of Dutch Mining, LLC. Following the Exchange, Dutch
Mining, LLC. Became a wholly-owned subsidiary of the Registrant.  In
conjunction with the consummation of the acquisition, certain officers and
shareholders exchanged
their debt instruments in the public company for
shares.  Subsequently, 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. Mr. Dienhart, 73, most recently served as the
Managing Director of Dutch Mining and has served in that capacity since 1994.
Pursuant to the terms of the Agreement, Dr. William Debor, 62, was also elected
to serve as a member of the Registrant’s Board of Directors.





During
the six months ended December 31, 2006 the Registrant loaned $577,000 to Dutch
Mining in anticipation of the business combination. As of December 31, 2006 all
$577,000 has been reserved for by the Registrant.





F-11
 Table of Contents





EXHIBIT
INDEX





Exhibit
      No.
            
            Description2.1
            
            Agreement
      and Plan of Merger dated April 30, 2001 among Small Town Radio, Inc.,
      Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and certain
      individual shareholders of Small Town Radio, Inc., as amended and
      restated, incorporated herein by reference to Exhibit 2.2 to the Company's
      Current Report on Form 8-K dated May 7, 2001.2.2*
            
            Agreement
      and Plan of Merger dated as of May 3, 2002 among Worldwide PetroMoly,
      Inc., a Colorado corporation, and Small Town Radio, Inc., a Nevada
      corporation incorporated herein by reference to Exhibit B to the Company’s
      Definitive Information Statement and Form DEF14C filed on May 6,
      2002.2.3
            
            Warranty
      Bill of Sale and Assignment dated June 25, 2002 among Greenwood
      Communications Corp., Ann B. Greenwood and the Company, incorporated
      herein by reference to Exhibit 2.1 to the Company's Current Report on Form
      8-K dated June 17, 2002.3i.1
            
            Articles
      of Incorporation of Small Town Radio, Inc. incorporated herein by
      reference to Exhibit C to the Company’s Definitive Information Statement
      and Form DEF14C filed on May 6, 20023ii.1
            
            Bylaws
      of Small Town Radio, Inc. incorporated herein by reference to Exhibit C to
      the Company’s Definitive Information Statement and Form DEF14C filed on
      May 6, 20024.1
            
            $5,000
      Demand Note of the Company dated February 3, 2001, issued to Bolling
      Investments, LLC, incorporated herein by reference to Exhibit 10.12 to the
      Company's Registration Statement on Form SB-2 (File No.
      333-70176).4.2
            
            $25,000
      Demand Note of the Company dated March 26, 2001, issued to Wayne
      Shortridge, incorporated herein by reference to Exhibit 10.13 to the
      Company's Registration Statement on Form SB-2 (File No.
      333-70176).4.3
            
            $25,000
      Demand Note dated June 4, 2001, issued to Wayne Shortridge, incorporated
      herein by reference to Exhibit 10.14 to the Company's Registration
      Statement on Form SB-2 (File No. 333-70176).4.4
            
            $12,500
      Demand Note dated June 29, 2001, issued to Bolling Investments, LLC,
      incorporated herein by reference to Exhibit 10.15 to the Company's
      Registration Statement on Form SB-2 (File No.
  333-70176).4.5
            
            $50,000
      Demand Note of the Company dated August 3, 2001, issued to John F.
      McMullan, incorporated herein by reference to Exhibit10.16 to the
      Company's Registration Statement on Form SB-2 (File No.
      333-70176).4.6
            
            $216,000
      Secured Note of the Company dated June 17, 2002, issued to Wayne
      Shortridge, incorporated herein by reference to Exhibit4.1 to the
      Company's Current Report on Form 8-K dated June 17,
  2002.4.7
            
            Note
      Purchase Agreement dated as of June 17, 2002 between the Company and Wayne
      Shortridge, incorporated herein by reference to Exhibit 4.2 to the
      Company's Current Report on Form 8-K dated June 17,
  2002.4.8
            
            Security
      Agreement dated as of June 17, 2002 between the Company and Wayne
      Shortridge, incorporated herein by reference to Exhibit4.3 to the
      Company's Current Report on Form 8-K dated June 17,
  2002.4.9
            
            Warrant
      to Purchase Common Stock of the Company, dated June 17, 2002, issued to
      Wayne Shortridge, incorporated herein by reference to Exhibit 4.4 to the
      Company's Current Report on Form 8-K dated June 17,
  2002.10.1†
            
            Worldwide
      PetroMoly, Inc. Stock Incentive Plan, incorporated herein by reference to
      Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No.
      333-67404).10.2†
            
            Employment
      Agreement dated as of July 30, 2001 between the Company and Donald L.
      Boyd, incorporated herein by reference to Exhibit 10.20 to the Company's
      Registration Statement on Form SB-2 (File No.
  333-70176).




X-1
 Table of Contents




10.3
            
            Consulting
      Agreement dated as of September 10, 2001 between the Company and Richard
      P. Smyth, incorporated herein by reference to Exhibit 10.11 to the
      Company's Registration Statement on Form SB-2 (File No.
      333-70176).10.4
            
            Commercial
      Lease Agreement dated June 25, 2002 between Greenwood Communications Corp.
      and the Company, incorporated herein by reference to Exhibit 10.1 to the
      Company's Current Report on Form 8-K dated June 17,
  2002.10.5
            
            Letter
      of Intent with Dutch Mining, LLC dated ____, 2006.10.6
            
            Share
      Exchange Agreement with Dutch Mining, LLC, dated May 23, 2006,
      incorporated herein by reference to Exhibit 4.2 to the Company's Current
      Report on Form 8-K dated January 25, 2007.16.1
            
            Letter
      of BKD, LLP dated September 10, 2002, pursuant to Item 304(a)(3) of
      Regulation S-B, regarding change of certifying accountant, incorporated
      herein by reference to Exhibit 16.1 to the Company's Current Report on
      Form 8-K dated September 3, 2002.21.1*
            
            List
      of Subsidiaries.31.1*
            
            Certification
      Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley
      Act of 2002, Public Law 107-204),dated February 15, 2008, executed by
      Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial
      Officer of the Company.32.1*
            
            Certification
      Pursuant to 18 U.S.C. § 1350 (enacted by Section 906 of the Sarbanes-Oxley
      Act of 2002, Public Law 107-204),dated February 15, 2008, executed by
      Daniel W. Hollis, Chairman of the Board and Chief Executive and Financial
      Officer of the Company.





*Filed
herewith.





†Management
contract or compensatory plan








X-2