UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549


FORM 10-KSB


(Mark One)





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


For the fiscal year ended December 31, 2009.


OR





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


Commission file number: 000-30805





DUTCH GOLD RESOURCES, INC.(Name of Small Business Issuer in Its Charter)





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





3500 Lenox Road Suite 1500, Atlanta, Georgia
30326(Address of Principal Executive Offices)
(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 preceding 12 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  oNox





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 was $0.  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company as of April 15, 2010, was $18,514,780.





The number of shares outstanding of the issuer's stock, $0.001 par value per share, as of April 15, 2010 was 115,717,375.





Transitional Small Business Disclosure Format (check one): Yes ̈Nox










TABLE OF CONTENTS




PART IITEM 1.

Description of Business
7ITEM 1A.

Risk Factors
10ITEM 1B

Unresolved Staff Comments
12ITEM 2.

Properties
12ITEM 3.

Legal Proceedings
12ITEM 4.

(Removed and Reserved)
12PART IIITEM 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12ITEM 6.

Selected Financial Data
13ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
14ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk
15ITEM 8

Financial Statements and Supplementary Data
15ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
16ITEM 9.A(T)

Controls and Procedures
16ITEM 9B.

Other Information.
16PART IIIITEM 10.

Directors and Executive Officers of the Company
17ITEM 11.

Executive Compensation
18ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
18ITEM 13.

Certain Relationships and Related Transactions and Director Independence
19ITEM 14.

Principal Accounting Fees and Services
20ITEM 15.

Exhibits; Financial Statement Schedules
20SIGNATURES
21CERTIFICATIONS


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:





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





·
the establishment and estimates of mineral reserves and resources;


·
grade;


·
expenditures;


·
exploration;


·
permits;


·
closure costs;


·
future financing;


·
liquidity;


·
estimates of environmental liabilities;


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


·
factors impacting our results of operations;


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


·
the impact of adoption of new accounting standards.





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





·
unexpected changes in business and economic conditions;


·
significant increases or decreases in gold prices;


·
unanticipated grade changes;


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


·
determination of reserves;


·
results of current and future exploration activities;


·
results of pending and future feasibility studies;


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·
joint venture relationships;


·
local and community impacts and issues;


·
timing of receipt of government approvals;


·
accidents and labor disputes;


·
environmental costs and risks;


·
competitive factors, including competition for property acquisitions;


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


·
the factors discussed in this Annual Report on Form 10-K under the heading “Risk Factors.”





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





Stockholders and other users of this 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.




CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES




The mineral estimates in this Annual Report on Form 10-K have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws.  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) -CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. These definitions differ from the definitions in United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”).  Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.





In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.  Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.





Accordingly, information contained in this Annual Report on Form 10-K and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.


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GLOSSARY OF MINING TERMS




We estimate and report our resources and we will estimate and report our reserves according to the definitions set forth in NI 43-101.  We will modify and reconcile the reserves as appropriate to conform to SEC Industry Guide 7 for reporting in the U.S.  The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the parallels and differences.





NI 43-101 Definitionsindicated mineral resource

The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.Inferred mineral resource

The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.Measured mineral resource

The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.Mineral reserve

The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.Mineral resource

The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.Opt

Troy ounce per tonProbable mineral reserve

The term “probable mineral reserve” refers to the economically mineable part of an indicated, and in some circumstances a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.




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Proven mineral reserve1

The term “proven mineral reserve” refers to the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.Qualified person2

The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.SEC Industry Guide 7 DefinitionsExploration stage

An “exploration stage” prospect is one, which is not in either the development or production stage.Development stage

A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.Mineralized material

The term “mineralized material” refers to material that is not included in the reserve, as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.Probable reserve

The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.Production stage

A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.Proven reserve

The term “proven reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.Reserve

The term “reserve” refers to that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.




1 For Industry Guide 7 purposes this study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.





2 Industry Guide 7 does not require designation of a qualified person.


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Additional definitions for terms used in this Annual Report filed on Form 10-K.




Argillite:
Low grade metamorphic clay rich sedimentary rock (shale, mudstone, siltstone).
 
 Block model:
The representation of geologic units using three-dimensional blocks of predetermined sizes.
 
 Breccia:
A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
 
 CIM:
Canadian Institute of Mining and Metallurgy.
 
 Cut off or cut-off grade:
When determining economically viable mineral reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined at a profit.
 
 Diatreme:
Brecciated rock formed by volcanic or hydrothermal eruptive activity, generally in a pipe or funnel like orientation.
 
 EM:
An instrument that measures the change in electro-magnetic conductivity of different geological units below the surface of the earth.
 
 Fault:
A rock fracture along which there has been displacement
 
 Feasibility study:
Group of reports that determine the economic viability of a given mineral occurrence.
 
 Formation:
A distinct layer of sedimentary or volcanic rock of similar composition.
  G/t or gpt:
Grams per metric tonne.
 
 Geophysicist:
One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere.
 
 Geotechnical work:
Tasks that provide representative data of the geological rock quality in a known volume.
 
 Grade:
Quantity of metal per unit weight of host rock.
 
 Host rock:
The rock containing a mineral or an ore body.
 
 Mapping or geologic mapping:
The recording of geologic information such as the distribution and nature of rock units and the occurrence of structural features, mineral deposits, and fossil localities.
 
 Mineral:
A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.
 
 Mineralization:
A natural occurrence in rocks or soil of one or more metal yielding minerals.
 
 Mining:
The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.




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National Instrument 43-101:
Canadian standards of disclosure for mineral projects.





Open pit:
Surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body.





Ore:
Mineral bearing rock that can be mined and treated profitably under current or immediately foreseeable economic conditions.





Ore body:
A mostly solid and fairly continuous mass of mineralization estimated to be economically mineable.





Outcrop:
That part of a geologic formation or structure that appears at the surface of the earth.





Porphyry:
An igneous rock characterized by visible crystals in a fine–grained matrix.





Quartz:
A mineral composed of silicon dioxide, SiO2 (silica).





Reclamation:
The process by which lands disturbed as a result of mining activity are modified to support beneficial land use.  Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.





SEC Industry Guide 7:
U.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining operations.





Sedimentary rock:
Rock formed at the earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, or chemically precipitated.





Strike:
The direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.




Strip:
To remove overburden in order to expose ore.





Vein:
A thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz.


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PART I





Item 1. Description of Business.





Corporate History





Dutch Gold Resources, Inc. (the “Company” or “Registrant” or “Dutch Gold”) 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.





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 par value $.001 per share (the “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 an 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. 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 and changed 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 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.





Overview




Dutch Gold Resources, Inc. is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. The Company’s mission is to become a recognized gold producer within two years. A key to this plan is the acquisition of late stage exploration and development projects that can be quickly advanced to production.  Our objective is to focus on low-risk and proven reserves that will be economical and profitable for its shareholders.


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Southern Oregon Operations





The Company maintains two mining projects and a milling operation near Grants Pass, in southern Oregon.





Mill




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





Gold Bug Mine




The Company owns the Gold Bug mine at Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims in Joseph County, Oregon.  Gold Bug had gold production until 1942, when mining ceased as a result of World War II.  Historic production and current geochemical studies indicate the presence of minerals associated with gold formations.  The Company intends to permit the Gold Bug Mine after completing a thorough and diligent study to assess the economic potential of the properties.





Benton Mine





The Company has had a lease, which is under dispute for the Benton Mine.  The mine is currently in Care and Maintenance mode. There are disagreements with the owners of Benton Mine and Dutch Mining LLC as to the amount of royalties due to the lessor.  Dutch Mining LLC does not and will not operate under the aforementioned lease until a reclamation plan is completed and a full commercial permit is obtained.  The Company produced and sold gold ore in 2007 and 2008, selling gold concentrates to a domestic buyer and to an international buyer.  The Company has not produced or sold any gold from the Benton Mine since 2008.





Employee relations




As of December 31, 2009, we had 3 employees.




Reclamation




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




Government Regulation




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


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Environmental Regulation




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





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





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





Gold Price History




The price of gold is volatile and is affected by numerous factors all of which are beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the US dollar and foreign currencies, changes in global and regional gold demand, and the political and economic conditions of major gold-producing countries throughout the world.


The following table presents the high, low and average afternoon fixed prices in U.S. dollars for gold per ounce on the London Bullion Market over the past five years:




Year

High


Low


Average2004


454



375



4102005


537



411



4452006


725



525



6032007


841



608



6952008


1,011



713



8722009


1,146



810



978





Seasonality




Seasonality is not a material factor to the Company for its projects.  Certain surface exploration work may need to be conducted when there is no snow but it is not a significant issue for the Company.





Competition





We compete with major mining companies and other natural mineral resource companies in the acquisition, exploration, financing and development of new prospects.  Many of these companies are larger and better capitalized than we are. There is significant competition for the limited number of gold acquisition and exploration opportunities. Our competitive position depends upon our ability to successfully and economically explore, acquire and develop new and existing mineral prospects. Factors that allow producers to remain competitive in the market over the long term include the quality and size of their ore bodies, costs of operation, and the acquisition and retention of qualified employees. We also compete with other mining companies for skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other technical personnel. This could result in higher turnover and greater labor costs.





Employees.


The Company employed three employees as of December 31, 2009.


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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, 2009 and December 31, 2008 financial statements. Our independent public accountants have advised us that our continuance as a going concern is dependent upon our ability to raise capital. There is no assurance that we will be able to raise sufficient capital or generate sufficient cash from operations to continue as a going concern.





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





We currently have approximately $2,514,926 in debt pursuant to promissory notes issued by us. We are presently unable to meet our interest obligations in the amount of $420,415 under these notes. We are also trying to secure additional debt and equity financing. Our ability to satisfy our current debt service obligations, and any additional obligations we might incur will depend upon our future financial and operating performance, which, in turn, are subject to prevailing economic conditions and financial, business, competitive, legislative and regulatory factors, many of which are beyond our control. If our cash flow and capital resources continue to be insufficient to fund our debt service obligations, we may be forced to reduce or delay planned acquisitions, expansion and capital expenditures, sell assets, obtain additional equity capital or restructure our debt. We cannot assure you that our operating results, cash flow and capital resources will be sufficient for payment of our debt service and other obligations in the future.





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





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





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





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





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





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


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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.





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





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


11
 Table of Contents


Item 2. Description ofProperty.





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 $2,000 per month. We believe that these offices generally are adequate for our current needs and our needs in the immediate future.





The company’s operating offices are based in Grants Pass, Oregon.  The Company maintains administrative offices, its milling operations and equipment garage for equipment used in the production of gold.





The Company has interests in two mines in Southern Oregon.  The Company operated the Benton Mine with operations that ceased in 2008.  The Company owns the nearby Gold Bug Mine, which was last operated in 1941.





Item3. LegalProceedings.





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





On April 8, 2010, the Company was advised that the Securities and Exchange Commission is conducting an investigation in the Company in the matter identified as Dutch Gold Resources, Inc, Case No. A-03222.  In accordance with the investigation, the Company and its Chief Executive Officer, Daniel W. Hollis, received subpoenas to produce documents and testify before the Commission.  Neither the Company nor Mr. Hollis have been notified of the nature of the investigation.








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





Item4.(Removed and Reserved).





PART II





Item 5. Marketfor Common Equity and Related Stockholder Matters.





Market Information and Holders





(a) Market Information.





Quotations for our common stock are reported on the OTC Pink Sheets under the symbol "DGRI."  The following table sets forth the range of high and low bid price information for the common stock for each fiscal quarter for the past two fiscal years.  High and low bid quotations represent prices between dealers without adjustment for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions:




12
 Table of Contents




Year Ended December 31, 2009

High Bid


Low BidFourth Quarter

$
0.17


$
0.11Third Quarter

$
0.28


$
0.13Second Quarter

$
0.48


$
0.13First Quarter

$
0.29


$
0.09Year Ended December 31, 2008

High Bid


Low BidFourth Quarter

$
0.53


$
0.06Third Quarter

$
0.95


$
0.36Second Quarter

$
1.10


$
0.71First Quarter

$
1.19


$
0.75





(b) Holders





As of December 31, 2009, we had 1,228 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 last three fiscal years ended December 31, 2009, the Company issued the following securities exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.  No underwriting or other compensation was paid in connection with these transactions.





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.





On January 16, 2007, the Company entered into a private placement offering and issued debentures in the amount of $2,295,000, which were subsequently converted to equity with an issuance of 4,590,000 shares.  In addition, the Company sold restricted Common Stock totaling 2,172,500 shares resulting in proceeds of $1,751,000.





On January 16, 2007, the Company entered into a private placement offering and issued debentures in the amount of $693,385.  In addition, the Company sold restricted common stock totaling 4,413,859 shares resulting in net proceeds of $1,016,414.





Item 6.  Selected Financial Data.





Not required for smaller reporting companies.


13
 Table of Contents


Item 7.  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.





GOING CONCERN





In connection with their audit report on our consolidated financial statements as of December 31, 2009, Gruber & Company, 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 limited revenue-producing activity. We also need capital to fund overhead and administrative costs as well as transaction expenses. At December 31, 2009, accounts payable to vendors totaled $1,312,177.  At December 31, 2009, our cash requirement was approximately $50,000 per month. We have met our operating costs to date through the sale of gold, equity and debt financing from our shareholders and other investors; however, there can be no assurance that our shareholders and other investors will be able or willing to make additional investments in the future to fund continued operations.





The Company requires further funding to continue to develop its mines and fund corporate overheads.  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 operations and corporate overheads.





Cash Flow





For the twelve months ended December 31, 2009, operations used $932,168 of cash. Financing activities provided $959,076 during the period and consisted mainly of proceeds from sale of common stock and issuance of convertible debentures. We expect to continue to have operating cash flow deficiencies for the near term.





Liquidity and Capital Resources





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





As of December 31, 2009, we had a cash balance of $25,845. We estimate that, based upon our current business, we will require up to $4,000,000 over the next two years. The estimated funding required for the first year of our business is $2,000,000.   Due to difficulties in the capital markets as a result of the credit crisis that began with the liquidation of Bear Stearns, inc., the Company has taken steps to reduce its cash requirements, resulting in a furlough of the mining operations personnel, and a halt to production in the Benton Mine.




RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2009 AND THE YEAR ENDED DECEMBER 31, 2009





The operating loss for the twelve months ended December 31, 2009 was $9,219,374, an increase of $5,078,647 over the year ended December 31, 2008.  A substantial portion ($7.8 million) of the operating expenses incurred during the twelve months ending 31 December 2009 represent non-cash charges relating to the issuance of shares for professional services.  Revenue for the twelve months ended December 31, 2009 was $0 as compared to $628,669 for the year ended December 31, 2008.  Interest expense and financing costs for the twelve months ended December 31, 2009 were $1,252,175 as compared to $616,740 for the twelve months ended December 31, 2008.  The total loss for the twelve months ended December 31, 2009 was $10,415,229 as compared to $4,602,863 for the twelve months ended December 31, 2008.


14
 Table of Contents


Off-Balance Sheet Arrangements





The Company was not involved in any significant off-balance sheet arrangement during the period ended December 31, 2009.





Item 7A.Quantitative and Qualitative Disclosures About Market Risk





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





Item 8. FinancialStatements.





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





PageDutch Gold Resources, Inc. Consolidated Financial Statements

F-1Report of Independent Accountants

F-2Consolidated Balance Sheets at December 31, 2009 and December 31, 2008

F-3Consolidated Statements of Operations for the twelve months ended December 31, 2009 and the year ended December 31, 2008

F-4Consolidated Statements of Cash Flows for the twelve months ended December 31, 2009 and the year ended December 31, 2008

F-5Consolidated Statements of Stockholders Equity for the twelve months ended December 31, 2009 and the year ended December 31, 2008

F-6Notes to Consolidated Financial Statements

F-7





This Form 10-K 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 such forward-looking statements.


15
 Table of Contents


DUTCH GOLD RESOURCES, INC.


(Formerly SMALL TOWN RADIO, INC.)








FINANCIAL STATEMENTS





As of December 31, 2009 and December 31, 2008








with








Report of Independent Registered Public Accounting Firm


F-1
 Table of Contents




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and
 
 Stockholders of Dutch Gold Resources, Inc.
 
 We have audited the accompanying consolidated balance sheets of Dutch Gold Resources, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2009. Dutch Gold Resources’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dutch Gold Resources, Inc.  as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 10 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plan in regard to these matters is also described in Note 10.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 //Gruber & Company, LLC
 Gruber & Company, LLC
 
 Lake Saint Louis, Missouri
 April 8, 2010
  F-2
 Table of Contents




DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 CONSOLIDATED BALANCE SHEETS
 As of DECEMBER 31, 2009 and DECEMBER 31, 2008
 
 December 31,2009


2008ASSETSCURRENT ASSETS:Cash and cash equivalents

$
25,845


$
(1,063
)Oher current assets


269,919



-Total current assets


295,764



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


2,398,776



2,398,776Less accumulated depreciation


(1,632,253
)


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


766,523



1,246,279Other Assets


179,852



179,852TOTAL ASSETS

$
1,242,139


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

$
1,312,177


$
1,217,256Accounts payable-related parties


141,391



222,613Convertible Debentures


-



525,000Payroll liabilities


558,686



(99,373
)Accrued liabilities


648,856



420,415Loans from shareholders


360,000



453,072Total current liabilities


3,021,110



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


2,514,926



2,514,926Total long-term liabilities


2,514,926



2,514,926TOTAL LIABILITIES


5,536,036



5,253,909Commitments and contingencies


-



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


-



-Common stock, $.001 par value 500,000,000 shares authorized, 115,717,375 and 52,985,409 issued and outstanding at December 31, 2009 and December 31, 2008 respectively


115,717



52,985Additional paid-in-capital


12,223,375



2,335,934Accumulated deficit


(16,632,989
)


(6,217,760
)Total stockholders' deficit


(4,293,897
)


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

$
1,242,139


$
1,425,068
 
 
 See notes to consolidated financial statements
  F-3
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008
 
 December 31,2009


2008RevenueSales

$
-


$
628,669Cost of sales


-



2,084,135Gross profit


-



(1,455,466
)Operational ExpensesOrganizational, selling, general and administrative expenses


1,003,134



547,324Professional fees


7,734,042



1,654,541Rent and repairs and maintenance


2,442



7,901Depreciation


479,756



475,495Total operating expenses


9,219,374



2,685,261Operating loss


(9,219,374
)


(4,140,727
)Other income (expense)Interest expense


(1,252,175
)


(616,740
)Gain from extinguishment of debt


56,320



154,604Income before income taxes


(10,415,229
)


(4,602,863
)Income tax provision


-



-Net income (loss) for the period


(10,415,229
)


(4,602,863
)Basic earnings (loss) per share

$
(0.12
)

$
(0.10
)Weighted average shares outstanding


87,408,634



47,830,490Fully diluted earnings (loss) per share

$
(0.12
)

$
(0.10
)Fully diluted weighted average shares outstanding


87,408,634



47,830,490
 
 
 See notes to consolidated financial statements
  F-4
 Table of Contents
  
 DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008
 
 Year Ended December 31,2009


2008Cash provided by (used in):Operating activities:Net income

$
(10,415,229
)

$
(4,602,863
)Adjustments to reconcile net loss to cash used by operating activitiesDebenture legal and other fees


-



(168,386
)Gain from extinguishment of debt


56,320



154,604Fair value of common stock issued for payment of interest expense


1,010,656



290,644Fair value of common stock issued for services


7,362,369



460,588Depreciation


479,756



475,495Changes in assets and liabilitiesAccounts receivable


-



88,503Other current assets


(269,919
)


-Inventories


-



257,248Other assets


-



(25,000
)Accounts payable


38,601



856,328Accounts payable-related parties


(81,222
)


(108,093
)Accrued liabilities


228,441



205,998Payroll liabilities


658,059



(9,567
)Net cash used by operating activities


(932,168
)


(2,124,501
)Investing activities:Purchase of property and equipment


-



(119,975
)Net cash used by investing activities


-



(119,975
)Financing activities:Proceeds from sale of Debentures


-



693,385Proceeds from sale of common stock, net


1,052,148



1,016,414Proceeds from Shareholder loans


-



453,073Payments on Shareholder loans


(93,072
)


-Net cash provided by financing activities


959,076



2,162,872Net increase/(decrease) in cash


26,908



(81,604
)Cash and cash equivalents at beginning of period


(1,063
)


80,541Cash and cash equivalents at end of period

$
25,845


$
(1,063
)SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during year for interest

$
6,000


$
102,912Non-cash Transactions:Notes payable converted to equity

$
525,000


$
150,190Fair value of common stock issued for payment of interest expense


1,010,656



290,644Fair value of common stock options issued for services


7,362,369



460,588$
8,898,025


$
901,422
 
 
 See notes to consolidated financial statements
  F-5
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008
 
 
 Common StockShares


Dollars at Par ($.001)


Paid in Cap. Dollars $


Accum Deficit


Stockholders' EquityBalances 12/31/07


42,373,732


$
42,374


$
428,709


$
(1,614,897
)

$
(1,143,814
)-Common shares issued for cash


4,413,859



4,414



1,012,000







1,016,414-Common shares issued for services


3,468,334



3,468



457,120







460,588-Common shares issued in lieu of payment


1,287,333



1,287



148,903







150,190-Common shares issued for payment of interest


1,442,151



1,442



289,202







290,644-Gain (loss) for year














(4,602,863
)


(4,602,863
)Balances 12/31/08


52,985,409


$
52,985


$
2,335,934


$
(6,217,760
)

$
(3,828,841
)Common shares issued for cash


978,000



978



1,051,170







1,052,148Common shares issued for services


49,433,666



49,434



7,312,935







7,362,369Common shares issued in lieu of payment


7,520,300



7,520



517,480







525,000Common shares issued for payment of interest


4,800,000



4,800



1,005,856







1,010,656Gain (loss) for year














(10,415,229
)


(10,415,229
)Balances 12/31/09


115,717,375


$
115,717


$
12,223,375


$
(16,632,989
)

$
(4,293,897
)
 
 
 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
 
 Dutch Gold Resources, Inc. is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. The Company’s mission is to become a recognized gold producer within two years. A key to this plan is the acquisition of late stage exploration and development projects that can be quickly advanced to production.  Our objective is to focus on low-risk and proven reserves that will be economical and profitable for its shareholders.
 
 PRINCIPLES OF CONSOLIDATION
 
 Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include our accounts and our wholly-owned subsidiaries’ accounts (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
 
 PREPARATION OF FINANCIAL STATEMENTS
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
 
 In the opinion of management, the accompanying consolidated balance sheets and related consolidated interim statements of operations, cash flows, and stockholders’ equity (deficit) include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year-end of December 31.
 
 The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions of future events that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ materially from those reported.
 
 CASH, CASH EQUIVALENTS and FINANCIAL INSTRUMENTS
 
 Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. As at the reporting dates, cash and cash equivalents consist of cash only. The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values.
  F-7
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 PROPERTY PLANT AND EQUIPMENT
 
 Property, plant and equipment are recorded at cost. Depreciation is recorded on the straight-line basis over estimated useful lives that range from three to five years, but do not exceed the useful life of the individual asset. Normal maintenance and repairs are charged to operations while expenditures for major maintenance and improvements are capitalized. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss arising from such disposition is included in the consolidated statement of activities.
 
 REVENUE RECOGNITION
 
 We recognize the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price received is based upon terms of the contract.
 
 MINERAL CLAIM PAYMENTS AND EXPLORATION EXPENSES
 
 The Company expenses all costs related to the acquisition, maintenance and exploration of its unproven mineral properties to which it has secured exploration rights. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent development costs of the property will be capitalized. To date the Company has not established the commercial feasibility of its exploration prospects, therefore all costs have been expensed. The Company also considers the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights where proven or probable reserves are present, or when the Company intends to carry out an exploration program and has the funds to do so.
 
 CONCENTRATIONS
 
 Concentration of Credit Risk — Financial instruments, which could potentially subject the Company to credit risk, consist primarily of cash in bank and receivables. The Company maintains its cash in bank deposit accounts insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s account balances, at times, may exceed federally insured limits. The Company has not experienced material losses in such accounts, and believes it is not exposed to any significant credit risk with respect to its cash accounts.
 
 Concentration of Operations — The Company’s operations are all related to the minerals and mining industry. A reduction in mineral prices or other disturbances in the minerals market could have an adverse effect on the Company’s operations.
 
 ENVIRONMENTAL COSTS
 
 Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
  F-8
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 STOCK BASED COMPENSATION
 
 The Company has adopted FASB ASC Topic 718 - Stock Compensation, which requires the Company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest. The Company ceased the Stock Option program at 31 December 2007.
 The Company issued stock for payment of professional fees and this stock issuance was expensed based on the market value of the stock on the date granted.
 
 Convertible Notes
 
 The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options, that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.  When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount.
 
 When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method.
 
 INCOME TAX
 
 The Company accounts for income taxes under FASB ASC 740 –. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those
 
 tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.
  F-9
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 IMPAIRMENT OF LONG-LIVED ASSETS
 
 Impairment of Long-lived Assets — Management reviews and evaluates the net carrying value of all facilities, including idle facilities, for impairment at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. We estimate the net realizable value of each property based on the estimated undiscounted future cash flows that will be generated from operations at each property, the estimated salvage value of the surface plant and equipment, and the value associated with property interests. All assets at an operating segment are evaluated together for purposes of estimating future cash flows.
 
 Although management has made a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent upon estimates of metals to be recovered from proven and probable ore reserves, and to some extent, identified resources beyond proven and probable reserves, future production and capital costs and estimated metals prices (considering current and historical prices, forward pricing curves and related factors) over the estimated remaining mine life. It is reasonably possible that changes could occur in the near term that could adversely affect our estimate of future cash flows to be generated from our operating properties. In accordance with FASB ASC 360-10-10 if undiscounted cash flows including an asset’s fair value are less than the carrying value of a property, an impairment loss is recognized.
 
 ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 
 The Company has adopted FASB ASC 815-10 which requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
 
 The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this pronouncement does not have an impact on the Company’s financial statements.
 
 BASIC AND DILUTED LOSS PER SHARE
 
 The Company computes net income (loss) per share in accordance with FASB ASC 260, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities only basic loss per share is presented in the accompanying financial statements.
 
 The Company computes net income (loss) per share in accordance with FASB ASC 260. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using
  F-10
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 the “as if converted” basis. At December 31, 2009, the Company had outstanding options, warrants and stock purchase rights to purchase a total of 7,777,500 common shares of the Company that could have a future dilutive effect on the calculation of earnings per share.
 
 ASSET RETIREMENT OBLIGATIONS
 
 The Company follows FASB ASC 410-20, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.
 
 ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at December 31, 2009 and December 31, 2008 the Company had no asset retirement obligations.
 
 RECENT ACCOUNTING PRONOUNCEMENTS
 
 In June 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) (formerly issued as Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB SFAS No. 162), as the single source of authoritative nongovernmental U.S. GAAP launched on July 1, 2009.  The ASC does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the ASC will be considered no authoritative. The ASC is effective for interim and annual periods ending after September 15, 2009. The ASC is for disclosure only and will not impact our financial condition or results of operations.  The Company has adopted this pronouncement effective as of September 30, 2009. The adoption of this ASC had no impact on our financial reporting process.
 
 On January 1, 2009, the Company adopted ASC Subtopic 815-10 (formerly SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133), which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under ASC Topic 815, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows.  Since the Company currently does not have any derivative instruments, there are no additional disclosures required.
 
 On January 1, 2009, the company adopted guidance issued by the FASB on business combinations ASC 805 including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. In a business combination, including business combinations achieved in stages (step acquisition), the acquirer is required to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. Additionally, it requires acquisition-related costs to be expensed in the period in which the costs are incurred and the services are received instead of including such costs as part of the acquisition price. The adoption has not had a material impact on the company’s financial statements.
  F-11
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 In April 2009, the FASB issued ASC 820 “Determining Fair Values When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This FSP provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The FSP also amends certain disclosure provisions of SFAS No. 157 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value. This pronouncement is effective prospectively beginning April 1, 2009. The Company is evaluating the impact that the adoption of this standard will have on the Company's results of operations and financial condition.
 
 In April 2009, the FASB issued ASC 820 and ASC 320-10-65 "Recognition and Presentation of Other-Than-Temporary Impairments". This ASC modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The ASC also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the ASC, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security's entire amortized cost basis (even if the entity does not intend to sell). The ASC further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security's fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. ASC 820 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulated other comprehensive income. This pronouncement is effective April 1, 2009. The Company has adopted this pronouncement for the quarter ended June 30, 2009; however, since the Company has no such investments in debt or equity securities, there was no impact on the Company’s financial position or results of operations as a result of the adoption.
 
 In April 2009, the FASB issued ASC 825, "Interim Disclosures about Fair Value of Financial Instruments." This ASC essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the ASC requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments.
 
 In May 2009, the FASB issued, "Subsequent Events ASC 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. ASC 855-10-05 is effective for interim and annual periods ending after June 15, 2009, and accordingly, the Company adopted this pronouncement during the second quarter of 2009. ASC 855-10-05 requires that public entities evaluate subsequent events through the date that the financial statements are issued. The Company has looked at subsequent events through February 10, 2010 and has included all subsequent events in Note 13 - Subsequent Events.
 
 In June 2009, the FASB issued, "Accounting For Transfers of Financial Assets -- An Amendment Of FASB Statement ASC860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. ASC 860 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. ASC 860 is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact ASC860 will have on its financial condition, results of operations or cash flows.
  F-12
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 In June 2009, the FASB issued "Amendments to FASB Interpretation No. 46 (RASC 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASC 810-10 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. ASC 810-10 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. ASC 810-10 is effective for fiscal years beginning after November 15, 2009. The Company has not completed its assessment of the impact ASC 810-10 will have on its financial condition, results of operations or cash flows.
 
 In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated results of operations or financial position.
 
 In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated results of operations or financial position.
 
 In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's consolidated results of operations or financial position.
 
 In December 2009, FASB issued ASU 2009-17 Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ("ASU 2009-17"). ASU 2009-17 amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. ASU 2009-17 also requires additional disclosures about an enterprise's involvement in variable interest entities. ASU 2009-17 is effective as of the beginning of each reporting entity's first annual reporting period that begins after
  F-13
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 November 15, 2009. The Company does not expect the adoption of ASU 2009-17 to have a material impact on its consolidated results of operations or financial position.
 
 In December 2009, FASB issued ASU 2009-16 Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets ("ASU 2009-16"). ASU 2009-16 amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140. The amendments in ASU 2009-16 improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of ASU 2009-16 to have a material impact on its consolidated results of operations or financial position.
 In August 2009, FASB issued ASU 2009-4 Accounting for Redeemable Equity Instruments—an Amendment to Section 480-10-S99 ("ASU 2009-4"). ASU 2009-4 represents a Securities and Exchange Commission ("SEC") update to Section 480-10-S99, Distinguishing Liabilities from Equity. The adoption of guidance within ASU 2009-4 did not have an impact on the Company's consolidated results of operations or financial position.
  FASB ASC Topi 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees.
 
 The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient.
 
 The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009.  The adoption of this standard had no effect on the Company’s financial reporting.
 
  F-14
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2—OTHER CURRENT ASSETS
 
 Other Current Assets are comprised of:
 
 December 31,2009


2008Advances to Aultra Gold, Inc.

$
269,919


$
-Total Other Current Assets

$
269,919


$
-
  NOTE 3—PROPERTIES, PLANT AND EQUIPMENT
 
 Our major components of properties, plants, equipment are:
 
 December 31,2009


2008Office equipment

$
11,127


$
11,127Lab equipment


30,494



30,494Mill equipment


1,488,482



1,488,482Mine - structural


359,782



359,782Mine equipment


508,891



508,8922,398,776



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


1,632,253



1,152,497Net carrying value

$
766,523


$
1,246,279
 
 Depreciation expense was $479,756 for the year ended December 31, 2009.
 
 The Internal Revenue Service has a federal lien on the company’s subsidiary Dutch Mining, LLC’s equipment, real property and leases in the amount of $567,062.  The State of Oregon Department of Revenue has a lien on the company’s subsidiary Dutch Mining, LLC’s personal and real property in the amount of $118,663. Dutch Gold Resources, Inc. is not liable for the taxes associated with these liens, except to the extent that it makes additional capital available to Dutch Mining, LLC.
 
 NOTE 4—ACCRUED EXPENSES AND ACCOUNTS PAYABLE
 
 Accrued expenses and Accounts Payable are comprised of:
 
 December 31,2009


2008Accrued interest expense

$
648,856


$
420,415Accounts Payable


1,312,177



1,217,256Accounts Payable-related parties


141,391



222,613Total Accrued expenses and Accounts Payable

$
2,102,424


$
1,860,284
  F-15
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 5—INCOME TAX
 
 The Company accounts for income taxes under FASB ASC 740 –. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.
 
 The Company had no net operating loss carryforward to offset future taxable income at the Parent.
 
 The Company’s subsidiary, Dutch Mining LLC, holds a valuation allowance at December 31, 2009 of $10,415,229 and was increased by $5,813,166 during the year. The valuation allowance at December 31, 2008 was $4,602,063. During the current year, the increase in the valuation allowance was due to additional losses incurred by the Company. We consider the valuation allowance for the Company’s subsidiary necessary and appropriate in light of the Company's history of recurring losses.
 
 Uncertain Tax Positions
 
 On January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FIN 48 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.
  Based on our assessment of FIN 48, we concluded that the adoption of FIN 48, as of January 1, 2007, had no significant impact on our results of operations or financial position, and required no adjustment to the opening balance sheet accounts. Our year-end analysis supports the same conclusion, and we do not have an accrual for uncertain tax positions as of December 31, 2009. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, we would charge interest to interest expense, and
 penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.
 
 NOTE 6—CONVERTIBLE DEBENTURES
 
 The Company had no convertible debentures outstanding at December 31, 2009 and $525,000 at December 31, 2008. The notes bear an interest at a rate of 8% per annum. Under the convertibility terms of the notes payable, the principal, plus accrued interest, can be converted immediately, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company.
 
 NOTE 7—ACQUISITION OF SUBSIDIARY
 
 In January 4, 2007, the company entered into a definitive Share Exchange agreement (the “Agreement”) with Dutch Mining, L.L.C. , an Oregon limited liability company (‘Dutch Mining’).  Pursuant to the agreement, the company agreed to acquire 100% of the outstanding equity of Dutch Mining from the stockholders of Dutch Mining (the “Dutch Mining Shareholders”) in exchange for the issuance by the company to the Dutch Mining Shareholders of an aggregate of 24,000,000 newly issued shares of common stock (“the Exchange Shares”). The Exchange shares were issued to the Dutch Mining Shareholders on a pro rata basis , in proportion to the ratio that the percentage of Dutch Mining Interest held by such  Dutch Mining Shareholder bears to the number of shares of Dutch Mining Interests held by all the Dutch Mining Shareholders as of the contract closing date.
  F-16
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  The transactions was accounted for as a recapitalization, with the shares issued as consideration being recorded at $3,936,480 that being value given up after considering price fluctuations and liquidity issues.
  NOTE 8—CAPITAL STOCK
 
 Common Stock
 
 As of December 31, 2009, the Company has 115,717,375 shares of its $0.001 par value common stock issued and outstanding.
 
 Warrants
 
 As of December 31, 2009 the Company had the following warrants for the purchase of shares of common stock issued and outstanding:
 
 Warrants Outstanding


Weighted Average Exercise Price


Aggregate Intrinsic ValueOutstanding, December 31, 2008


1,916,667



-



-Granted


5,860,833



-



-Forfeited


-



-



-Exercised


-



-



-Outstanding. December 31, 2009


7,777,500


$
0.56


$
0
 
 
 The fair value of the warrants is measured at the end of the reporting period with changes in fair value recognized in net income. None were recognized in the period ending December 31, 2009. The value determined for these warrants at December 31, 2009 was $1,544,946.  Using the Black-Scholes valuation model and the market price and volatility of the Company’s shares of common stock as quoted on the OTCBB as of December 31, 2009, the value of these warrants at December 31, 2009 is determined to be zero.  The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.
  F-17
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 As at December 31, 2009, the following share purchase warrants were outstanding:
 
 Warrants Outstanding


Exercise Price


Expiration Date500,000


$
1.15


January 5, 2013250,000



1.15


January 5, 201341,667



0.60


February 27, 2010100,000



0.97


February 27, 201012,500



0.95


April 14, 201312,500



0.95


April 14, 2013233,333



1.00


September 4, 2010166,667



1.00


September 4, 20103,333,333



0.50


March 12, 201162,500



0.50


June 9, 2012437,500



0.50


June 9, 2012125,000



0.30


October 5, 201250,000



0.30


October 21, 201262,500



0.30


November 16, 2012500,000



0.30


November 18, 2012100,000



0.30


November 18, 201275,000



0.30


November 24, 201275,000



0.30


November 29, 2012125,000



0.30


December 4, 2012625,000



0.30


December 9, 201490,000



0.30


December 9, 2012100,000



0.30


December 16, 201250,000



0.30


December 16, 201250,000



0.50


December 16, 20127,777,500
  F-18
 Table of Contents
  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 9—RELATED PARTY TRANSACTIONS
 
 The Company assumed a note issued by Dutch Mining, LLC in the amount of $1,214,916 to Embassy International, LLC, and Florida limited liability company controlled by the family of the former Chairman of the Board, Ewald Dienhart. This is a demand note with $900,000 secured by the mill equipment at an interest rate of 6% and the balance unsecured with a 0% interest rate.  The parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities
 
 The Company assumed notes issued by Dutch Mining, LLC in the amount of $250K to Gabriela Dienhart-Engel, who is the daughter of the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the title to the Gold Bug Mine, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities
 
 The Company assumed notes issued by Dutch Mining, LLC in the amount of $100,000 to CD TBE, LLC, a Company related to the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the Gold Bug mine and certain equipment used by the Company, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.
 
 The Company assumed a note issued by Dutch Mining LLC in the amount of $950,000 to Josef Bauer for working capital.  The note is guaranteed by Ewald Dienhart and carries an interest rate of 8.0%.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.
 
 The Company leases space from Rendata Industrial Park, LLC a related party to Ewald Dienhart, the company’s former Chairman.  For the period ended December 31, 2009 the Company accrued rent and related expenses in the amount of $142,380 and had a payable balance accrued of $3111, 775 at December 31, 2009.
 
 The Company had an agreement with HPUs, LLC, whose Managing Member Patrick Engel, is related to the Company’s former Chairman, effective November 30, 2007 to provide management services. The contract was for one year, automatically renewable unless terminated for a monthly amount of $9,500.  The Company had a payable balance accrued of $2,221,838 at December 31, 2009.
 
 The company owed $69,683 to C D TBE Family, LLC. for short term advances at December 31, 2009.
 
 NOTE 10—FINANCIAL CONDITION AND GOING CONCERN
 
 The Company's continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists.
 
 The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to secure the necessary capital and continue as a going concern.
 
 NOTE 11—COMMITMENTS AND CONTINGENCIES
 
 The Company leases office space in Atlanta Georgia under a one year renewable contact presently at approximately $1,350 monthly. The rates escalate over the term.
  F-19
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  DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 There was a lease agreement entered into between the Company and Rendata Industrial Park, LLC on the 31st of March, 2002. for certain rental property consisting of 32,900 square feet of covered space located within Rendata Industrial Park in Josephine County, Oregon. The lease is for a monthly amount of $11,075, for a ten year period. The lease has an option for two ten year lease extensions under the same terms and conditions.
 
 The minimum annual lease payments for the next three years prior to renewal consideration are as follows:
 
 2010


132,9002011


132,9002012


132,900Total

$
398,700
 
 NOTE 12 – SUBSEQUENT EVENTS
 
 Acquisition of Control of Aultra Gold, Inc.
 On December 31, 2009, pursuant to a Stock Purchase Agreement by and among the Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a Turks and Caicos corporation, the Company acquired controlling interest of Aultra Gold for a purchase price of One Million newly-issued shares of the Company’s common stock, par value $0.001 per share.
 
 Employment Agreements
 On December 31, 2009 the Company entered into an employment agreement with Mr. Daniel Hollis the Company’s Chief Executive Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.
 
 On December 31, 2009 the Company entered into an employment agreement with Mr. Rauno Perttu the Company’s Chief Operating Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.
 
 Acquisition of Aultra Gold, Inc.’s Assets
 On January 6, 2010, the Company entered into an Asset Purchase Agreement with Aultra Gold, Inc. effective as of December 31, 2009.  Pursuant to the Agreement, the Company acquired all of Aultra Gold’s assets. As consideration for these assets, the Company issued 9,614,667 shares of its common stock, par value $0.001 per share, to Aultra Gold.
 
 In accordance with the transaction, the Company acquired substantially all of the assets related to Aultra Gold’s gold and mineral business, including inventory, accounts receivable, certain supply and distribution and other vendor contracts, good will and other various assets and intangibles. The parties made customary representations, warranties and indemnities that are typical and consistent for a transaction of this size and scope.
 
 In January 2010, the Company announced that an independent consulting geologist conducted an NI 43-101 compliant report, indicating the mineral resource at the Basin Gulch property was sizeable. That report is available as a Form 8K at www.sec.gov and on the Company website, www.dutchgold.com
 
 NOTE 13 – MINING LEASE AND OPTION TO PURCHASE
 
 In 1996, the Company entered into a lease agreement for the Benton Mine, the agreement provides for a monthly minimum advance royalty payment of $5,000. The production royalty provides that the lessor pay 4% of the value of ores, minerals, metals, bullion and mineral products derived from the property to the lessee. In addition, lessee will pay 1% of the value of ores, minerals, metals, bullion and mineral products derived within one mile of the leased property.   This lease was last amended January 25, 2006.  The Company has had an option to acquire the Benton Mine for $10 million.  The Company is currently working on a reclamation plan for the Benton Mine and may apply for a commercial mining permit when completed. There are disagreements with the owners of Benton Mine and Dutch Mining LLC as to the amount of royalties due to the lessor. Dutch Mining LLC does not and will not operate under the aforementioned lease until a reclamation plan is completed and a full commercial permit is obtained.  At such time, the Benton Mine, Inc. and the Company will have to agree on new terms of the lease, resolving any and all disputed amounts.
  F-20
 Table of Contents
 
 DUTCH GOLD RESOURCES, INC.
 (Formerly SMALL TOWN RADIO, INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  In 1995, the Company purchased the mining property known as Mineral Lot no. 351 final certificate No. 83 consisting of the Gold Bug, Silver State, Silver Dollar, Oregonian, Bimetallist and US Lode Claims in Joseph County, Oregon.  These claims are collectively referred to as the Gold Bug, which had gold production until 1942, when mining ceased as a result of World War II.  Historic production and current geochemical studies indicate the presence of minerals associated with gold formations.  The Company intends to permit the Gold Bug Mine after completing a thorough and diligent study to assess the economic potential of the properties.  The ore grade and composition can be processed at the Company’s mill in Grants Pass, OR.  The Company intends to utilize the mill to process compatible ores, when DGRI is not producing ore.
  F-21
 Table of Contents
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
 Previous Independent Registered Public Accounting Firm.
 
 A.  February 1, 2010, the Company dismissed its independent registered public accounting firm, Dejoya Griffith & Company, LLC. (“DGC”).
 
 B.  DGC did not complete an audit of the Company’s financial statements or file a report that contained an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.
 
 C.  The decision to change accountants was approved by the Company's board of directors on February 1, 2010, and on such date Gruber & Company, LLC (“Gruber”) was engaged as the Company's new independent registered public accountants. The Company did not consult Gruber regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event in connection with its report on the Company’s financial statements.
 
 D.  During the Company's two most recent fiscal years and the subsequent interim period through February 1, 2010, the date of dismissal, there were no disagreements with DGC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of DGC, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" in connection with its report on the Company’s financial statements.
 
 E.  The Company has made the contents of its Form 8-K available to DGC and requested it to furnish a letter to the Commission as to whether DGC agrees or disagrees with, or wishes to clarify the Company's expression of their views. A copy of DGC letter is filed as Exhibit 16.1 to the Form 8-K.
 
 New Independent Registered Public Accounting Firm.
 
 The Registrant has engaged Gruber as its new independent certified public accounting firm to audit the Registrant’s financial statements December 31, 2009. Prior to such engagement, the Registrant did not consult such firm on any of the matters referenced in Item 302(a)(2) of Regulation S-K during the two most recent years or any subsequent interim period prior to engaging Gruber.
 
 Item 9A(T).  Controls and Procedures
  (a) Evaluation of Disclosure Controls and Procedures
 
 The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Our Chief Executive and Financial Officer evaluated, with the participation of other members of management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)), as of the end of the period covered by this Annual Report on Form 10-KSB.
  (b) Changes in Internal Controls
 
 The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Financial Officer.
 
 Item 9B.  Other Information
  16
 Table of Contents
  Subsequent Events
 
 Acquisition of Control of Aultra Gold, Inc.
 On December 31, 2009, pursuant to a Stock Purchase Agreement by and among the Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a Turks and Caicos corporation, the Company acquired controlling interest of Aultra Gold for a purchase price of One Million newly-issued shares of the Company’s common stock, par value $0.001 per share.
 
 Employment Agreements
 On December 31, 2009 the Company entered into an employment agreement with Mr. Daniel Hollis the Company’s Chief Executive Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.
 
 On December 31, 2009 the Company entered into an employment agreement with Mr. Rauno Perttu the Company’s Chief Operating Officer for an initial one year period. The agreement may be renewed at the option of the Corporation for successive one year periods. The agreement provides for an annual salary of $96,000.
 
 Acquisition of Aultra Gold, Inc.’s Assets
 On January 6, 2010, the Company entered into an Asset Purchase Agreement with Aultra Gold, Inc. effective as of December 31, 2009.  Pursuant to the Agreement, the Company acquired all of Aultra Gold’s assets. As consideration for these assets, the Company issued 9,614,667 shares of its common stock, par value $0.001 per share, to Aultra Gold.
 
 In accordance with the transaction, the Company acquired substantially all of the assets related to Aultra Gold’s gold and mineral business, including inventory, accounts receivable, certain supply and distribution and other vendor contracts, good will and other various assets and intangibles. The parties made customary representations, warranties and indemnities that are typical and consistent for a transaction of this size and scope.
 
 In January 2010, the Company announced that an independent consulting geologist conducted an NI 43-101 compliant report, indicating the mineral resource at the Basin Gulch property was sizeable. That report is available as a Form 8K at www.sec.gov and on the Company website, www.dutchgold.com
 
 
 PART III
 
 Item 10.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 (1)

Age

TitleDaniel W. Hollis

58

Chief Executive Officer, DirectorLance Rosmarin

46

Secretary, Director
  17
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  Daniel W. Hollis, Director and CEO, Age 58
  Mr. Hollis brings thirty years of corporate finance and management experience to the Company. He is a seasoned entrepreneur with a background in venture capital, private and public company funding. His experience includes turn around situations, and development of fast growth management teams for special situations. He has served as an officer and adviser to numerous private and public growth companies. Mr. Hollis served as Registered Principal of Investacorp, Inc., a NASD broker-dealer, where he had supervisory responsibilities for the State of Georgia. He is a member of the National Association of Investment Bankers.
 
 Lance Rosmarin, Secretary and Director, Age 46
  Mr. Rosmarin has served as Secretary and a Director of the Company since July 22, 1996. He has held various executive positions with, and Board seats on public companies over the past fifteen years. Mr. Rosmarin received a Bachelor of Science Degree in Finance and Marketing from the University of Texas in 1985, and an MBA Degree in Finance from the University of Texas in 1988.
 
 Directors are elected to serve one year terms and until their earlier resignation or removal.
 
 Item11. 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 twelve months ended December 31, 2009 to the Chief Executive Officer and the other four most highly compensated executive officers of the Company during the twelve months ended December 31, 2009 (our "named executive officers"):
 
 Name and

Principal Position


Year


Salary


Bonus


Option Awards


Non-Equity Incentive Plan Compensation


All Other Compensation


TotalDaniel W. Hollis, Chief


2009


$
96,000


-



-



-



-



96,000Executive Officer and


2008


$
60,000


-



-



-



-



60,000Director


2007Ewald Dienhart,


2009


$
-


-



-



-



-



--Chairman


2008


$
-


-



-



-



-



-2007



-


-



-



-



-



-Wilhwelm Debor


2009


$
-


-



-



-



-



-Director


2008


$
-


-



-



-



-



-2007



-


-



-



-



-



-Lance Rosmarin,


2009


$
-


-



-



-



-



-Secretary and Director


2008


$
-


-



-



-



-



-2007



-


-



-



-



-



-
   Outstanding Equity Awards at Fiscal Year-End
 
 The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2009.
  Option awards


Stock awardsName and Principal Position

Number of Securities Underlying Unexercised

Options Exercisable


Number of Securities Underlying Unexercised Options Unexercisable


Option Exercise

Price ($)


Option Expiration

Date


Number of Shares or Units of Stock that Have Not Vested


Market Value of Shares or Units of Stock that Have Not Vested


Equity Incentive Plan Awards : Number of Unearned Shares, Units or Other Rights that Have Not Vested


Equity Incentive Plan Awards: Market or Payout Value of Unearned

Shares, Units or Other Rights that Have Not VestedDaniel W. Hollis, Chief Executive Officer and Director


—



—


$
—



—



—



—



—



—Ewald Dinehart, Chairman


—



—


$
—



—



—



—



—



—Lance Rosemarin, Secretary and Director


—



—


$
—



—



—



—



—



—
 Item 12. 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 December 31, 2009 by each of the following:
 
 Name and Address (1)


Beneficial Ownership (2)


Percentage of ClassEwald J. Dienhart, Embassy Group, 1911 Embassy Drive, West Palm Beach, FL 33401



17,800,000



15.5%C&H Capital, Inc.  2020 Stone Meadow Way, Cumming GA, 30041



7,415,800



4.8%Thor Enterprises International Inc., 551 Fifth Ave., New York NY 10017



6,082,975



5.3%Daniel W. Hollis, 3500 Lenox Rd, Suite 1500, Atlanta GA 30326



9,000,000



7.8%Brenda Cooke, 6430 Cobble Lane, Harrison, TN, 37341



6,630,000



5.8%
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 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
 
 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.
 
 (1)If no address is given, the named individual is an executive officer or director of Dutch Gold Resources, 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, 2009 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, 2009, there were 115,717,375 shares of common stock issued and outstanding.
 
 Item 13. Certain Relationships and Related Transactions.
 
 The Company assumed a note issued by Dutch Mining, LLC in the amount of $1,214,916 to Embassy International, LLC, and Florida limited liability company controlled by the family of the former Chairman of the Board, Ewald Dienhart. This is a demand note with $900,000 secured by the mill equipment at an interest rate of 6% and the balance unsecured with a 0% interest rate.  The parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities
 
 The Company assumed notes issued by Dutch Mining, LLC in the amount of $250K to Gabriela Dienhart-Engel, who is the daughter of the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the title to the Gold Bug Mine, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities
 
 The Company assumed notes issued by Dutch Mining, LLC in the amount of $100,000 to CD TBE, LLC, a Company related to the former Chairman of the Board, Ewald Dienhart. The note is dated July 31, 2006 and carries an interest rate of 6.0%.  The note is partially secured by the Gold Bug mine and certain equipment used by the Company, and may be converted into shares of the Company.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.
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 Table of Contents
  The Company assumed a note issued by Dutch Mining LLC in the amount of $950,000 to Josef Bauer for working capital.  The note is guaranteed by Ewald Dienhart and carries an interest rate of 8.0%.  The related parties have agreed not to demand the loans through December 31, 2012 therefore the loans are recorded as long-term liabilities.
 
 The Company leases space from Rendata Industrial Park, LLC a related party to Ewald Dienhart, the company’s former Chairman.  For the period ended December 31, 2009 the Company accrued rent and related expenses in the amount of $142,380 and had a payable balance accrued of $3111, 775 at December 31, 2009.
 
 The Company had an agreement with HPUs, LLC, whose Managing Member Patrick Engel, is related to the Company’s former Chairman, effective November 30, 2007 to provide management services. The contract was for one year, automatically renewable unless terminated for a monthly amount of $9,500.  The Company had a payable balance accrued of $2,221,838 at December 31, 2009.
 
 The company owed $69,683 to C D TBE Family, LLC. for short term advances at December 31, 2009.
 
 Item14. Principal Accountant Fees and Services.
 
 The following table shows the fees paid or accrued by the Company for the audit and other services provided for the twelve months ended December 31, 2008 and fiscal 2007.
 
 2009


2008Audit fees (1)

$
5,000


$
2,250Audit-related fees

$
0


$
0Tax fees (2)

$
1,000


$
1,000All other fees

$
750


$
750
 
 (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 twelve months ended December 31, 2008 and fiscal 2007, 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.
  Item 15. 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 last twelve months ended December 31, 2008, the Company filed the following Current Reports on Form 8-K:
 
 July 10, 2008 – The Company dismissed its independent registered public accounting firm, Ronald R. Chadwick, P.C. (“Chadwick”).
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  SIGNATURES
 
 
 In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 DUTCH GOLD RESOURCES, INC.By:
/s/Daniel W. HollisDaniel W. Hollis, Chief Executive Officer, Chief Financial Officer (principal executive and accounting officer)
 
 
 Date: April 15, 2010
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 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).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.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 April 15, 2010, 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 April 15, 2010, 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
   22